0001193125-15-050469.txt : 20150218 0001193125-15-050469.hdr.sgml : 20150216 20150213174559 ACCESSION NUMBER: 0001193125-15-050469 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P. GROUP MEMBERS: BESSEMER VENTURE PARTNERS VI INSTITUTIONAL L.P. GROUP MEMBERS: BESSEMER VENTURE PARTNERS VI L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFELOCK, INC. CENTRAL INDEX KEY: 0001383871 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 562508977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87247 FILM NUMBER: 15616652 BUSINESS ADDRESS: STREET 1: 60 E. RIO SALADO PARKWAY STREET 2: SUITE 400 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 480-682-5100 MAIL ADDRESS: STREET 1: 60 E. RIO SALADO PARKWAY STREET 2: SUITE 400 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER COMPANY: FORMER CONFORMED NAME: LIFELOCK INC DATE OF NAME CHANGE: 20061215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Deer VI & Co. LLC CENTRAL INDEX KEY: 0001362890 IRS NUMBER: 841631716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 SC 13G/A 1 d869180dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Lifelock, Inc.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

53224V100

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 53224V100    13G    Page 2 of 11 Pages            

 

  1.     

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Deer VI & Co. LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  x

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5.     

SOLE VOTING POWER

 

8,499,731 *

     6.   

SHARED VOTING POWER

 

– 0 –

     7.   

SOLE DISPOSITIVE POWER

 

8,499,731 *

     8.   

SHARED DISPOSITIVE POWER

 

– 0 –

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,499,731 *

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.1%*

12.  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

* Includes 2,334,044 shares underlying Series A Preferred Stock Warrants to purchase shares of Common Stock exercisable on a 1-for-1.0294 basis within 60 days of the date of this report (the “Preferred Stock Warrants”) (determined in accordance with Rule 13d-3 of the Act). The percentage of shares beneficially owned as set forth in row 11 above is based on 93,595,046 shares of Common Stock of the Issuer outstanding as of October 31, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2014 (the “Form 10-Q”).

CUSIP No. 53224V100    13G    Page 3 of 11 Pages            

 

  1.     

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bessemer Venture Partners Co-Investment L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  x

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5.     

SOLE VOTING POWER

 

2,072,777 *

     6.   

SHARED VOTING POWER

 

– 0 –

     7.   

SOLE DISPOSITIVE POWER

 

2,072,777 *

     8.   

SHARED DISPOSITIVE POWER

 

– 0 –

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,499,731**

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.1%**

12.  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

* Includes 580,593 shares underlying Preferred Stock Warrants.
** Includes 2,334,044 shares underlying Preferred Stock Warrants (determined in accordance with Rule 13d-3 of the Act). The percentage of shares beneficially owned as set forth in row 11 above is based on 93,595,046 shares of Common Stock of the Issuer outstanding as of October 31, 2014, as reported in the Issuer’s Form 10-Q.

CUSIP No. 53224V100    13G    Page 4 of 11 Pages            

 

  1.     

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bessemer Venture Partners VI Institutional L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  x

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5.     

SOLE VOTING POWER

 

76,995 *

     6.   

SHARED VOTING POWER

 

– 0 –

     7.   

SOLE DISPOSITIVE POWER

 

76,995 *

     8.   

SHARED DISPOSITIVE POWER

 

– 0 –

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,499,731**

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.1%**

12.  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

* Includes 29,176 shares underlying Preferred Stock Warrants.
** Includes 2,334,044 shares underlying Preferred Stock Warrants (determined in accordance with Rule 13d-3 of the Act). The percentage of shares beneficially owned as set forth in row 11 above is based on 93,595,046 shares of Common Stock of the Issuer outstanding as of October 31, 2014, as reported in the Issuer’s Form 10-Q.

CUSIP No. 53224V100    13G    Page 5 of 11 Pages            

 

  1.     

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bessemer Venture Partners VI L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  x

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      5.     

SOLE VOTING POWER

 

6,349,959 *

     6.   

SHARED VOTING POWER

 

– 0 –

     7.   

SOLE DISPOSITIVE POWER

 

6,349,959 *

     8.   

SHARED DISPOSITIVE POWER

 

– 0 –

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,499,731**

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.1%**

12.  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

* Includes 1,724,275 shares underlying Preferred Stock Warrants.
** Includes 2,334,044 shares underlying Preferred Stock Warrants (determined in accordance with Rule 13d-3 of the Act). The percentage of shares beneficially owned as set forth in row 11 above is based on 93,595,046 shares of Common Stock of the Issuer outstanding as of October 31, 2014, as reported in the Issuer’s Form 10-Q.

CUSIP No. 53224V100    13G    Page 6 of 11 Pages            

 

Item 1(a). Name of Issuer:

Lifelock, Inc. (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

60 East Rio Salado Parkway, Suite 400, Tempe, Arizona 85281

 

Item 2(a). Name of Person Filing:

This statement is being filed by the following persons with respect to certain shares (the “Shares”) of common stock (the “Common Stock”) of the Issuer. Bessemer Venture Partners Co-Investment L.P. (“BVP Co-Invest”), Bessemer Venture Partners VI Institutional L.P. (“BVP VI Institutional”) and Bessemer Venture Partners VI L.P. (“BVP VI” and, collectively, the “Funds”) directly own shares of Common Stock as well as Common Stock Warrants and Preferred Stock Warrants exercisable within 60 days of the date of this report. The number of shares reported in this Schedule 13G includes all such Warrants.

 

  (a) Deer VI & Co. LLC (“Deer VI”), the sole general partner of each of the Funds;

 

  (b) BVP Co-Invest, which owns 2,072,777 Shares;

 

  (c) BVP VI Institutional, which owns 76,995 Shares; and

 

  (d) BVP VI, which owns 6,349,959 Shares.

Deer VI, BVP Co-Invest, BVP VI Institutional and BVP VI are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons:

c/o Bessemer Venture Partners

1865 Palmer Avenue; Suite 104

Larchmont, NY 10583

 

Item 2(c). Citizenship:

Deer VI — Delaware

BVP Co-Invest — Delaware

BVP VI Institutional — Delaware

BVP VI — Delaware

 

Item 2(d). Title of Class of Securities:

Class A Common Stock, $0.001 par value

 

Item 2(e). CUSIP Number:

53224V100

CUSIP No. 53224V100    13G    Page 7 of 11 Pages            

 

Item 3. Not Applicable.

 

Item 4. Ownership.

The Reporting Persons hold shares of Common Stock as well as Common Stock warrants, exercisable on a 1-to-1 basis at the option of the holder, and Series A Preferred stock warrants, exercisable for Common Stock on a 1-for-1.03 basis at the option of the holder.

For Deer VI:

 

  (a) Amount beneficially owned: 8,499,731 shares of Class A Common Stock

 

  (b) Percent of class: 9.1%

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 8,499,731

 

  (ii) Shared power to vote or to direct the vote: – 0 –

 

  (iii) Sole power to dispose or to direct the disposition of: 8,499,731

 

  (iv) Shared power to dispose or to direct the disposition of: – 0 –

For BVP Co-Invest:

 

  (a) Amount beneficially owned: 8,499,731 shares of Class A Common Stock

 

  (b) Percent of class: 9.1%

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 2,072,777

 

  (ii) Shared power to vote or to direct the vote: – 0 –

 

  (iii) Sole power to dispose or to direct the disposition of: 2,072,777

 

  (iv) Shared power to dispose or to direct the disposition of: – 0 –

For BVP VI Institutional:

 

  (a) Amount beneficially owned: 8,499,731 shares of Class A Common Stock

 

  (b) Percent of class: 9.1%

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 76,995

 

  (ii) Shared power to vote or to direct the vote: – 0 –

CUSIP No. 53224V100    13G    Page 8 of 11 Pages            

 

  (iii) Sole power to dispose or to direct the disposition of: 76,995

 

  (iv) Shared power to dispose or to direct the disposition of: – 0 –

For BVP VI:

 

  (a) Amount beneficially owned: 8,499,731 shares of Class A Common Stock

 

  (b) Percent of class: 9.1%

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 6,349,959

 

  (ii) Shared power to vote or to direct the vote: – 0 –

 

  (iii) Sole power to dispose or to direct the disposition of: 6,349,959

 

  (iv) Shared power to dispose or to direct the disposition of: – 0 –

 

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

As the general partner of the Funds, Deer VI may be deemed to beneficially own all 8,499,731 Shares held directly by the Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

Exhibit 1 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification.

Not applicable.

CUSIP No. 53224V100 13G Page 9 of 11 Pages            

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2015

 

DEER VI & CO. LLC
By:  /s/ J. Edmund Colloton
Name: J. Edmund Colloton
Title: Executive Manager
BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P.
By: Deer VI & Co. LLC, General Partner
By:  /s/ J. Edmund Colloton
Name: J. Edmund Colloton
Title: Executive Manager
BESSEMER VENTURE PARTNERS VI INSTITUTIONAL L.P.
By: Deer VI & Co. LLC, General Partner
By: /s/ J. Edmund Colloton
Name: J. Edmund Colloton
Title: Executive Manager
BESSEMER VENTURE PARTNERS VI L.P.
By: Deer VI & Co. LLC, General Partner
By: /s/ J. Edmund Colloton
Name: J. Edmund Colloton
Title: Executive Manager

CUSIP No. 53224V100    13G    Page 10 of 11 Pages            

 

EXHIBIT INDEX

 

Exhibit 1.    List of Members of Group
 EX-99.1 2 d869180dex991.htm EX-99.1 EX-99.1
CUSIP No. 53224V100    13G    Page 11 of 11 Pages            

 

Exhibit 1

Members of Group

Deer VI & Co. LLC

Bessemer Venture Partners Co-Investment L.P.

Bessemer Venture Partners VI Institutional L.P.

Bessemer Venture Partners VI L.P.