SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Deer VI & Co. LLC

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIFELOCK, INC. [ LOCK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/09/2012		C		13,495,115⁽¹⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	14,746,044	I	See Footnote⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	10/09/2012		C			6,428,571	⁽²⁾	⁽²⁾	Common Stock	6,617,647⁽²⁾	$0.00	0	I	See Footnote⁽⁵⁾⁽⁶⁾⁽⁸⁾
Series B Preferred Stock	⁽³⁾	10/09/2012		C			1,550,000	⁽³⁾	⁽³⁾	Common Stock	1,550,000⁽³⁾	$0.00	0	I	See Footnote⁽⁵⁾⁽⁶⁾⁽⁹⁾
Series C Preferred Stock	⁽³⁾	10/09/2012		C			880,663	⁽³⁾	⁽³⁾	Common Stock	880,663⁽³⁾	$0.00	0	I	See Footnote⁽⁵⁾⁽⁶⁾⁽¹⁰⁾
Series D Preferred Stock	⁽³⁾	10/09/2012		C			1,613,265	⁽³⁾	⁽³⁾	Common Stock	1,613,265⁽³⁾	$0.00	0	I	See Footnote⁽⁵⁾⁽⁶⁾⁽¹¹⁾
Series E Preferred Stock	⁽⁴⁾	10/09/2012		C			1,904,133	⁽⁴⁾	⁽⁴⁾	Common Stock	2,833,540⁽⁴⁾	$0.00	0	I	See Footnote⁽⁵⁾⁽⁶⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

Deer VI & Co. LLC

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VI L.P.

(Last)

(First)

(Middle)

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bessemer Venture Partners Co-Investment L.P.

(Last)

(First)

(Middle)

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VI Institutional L.P.

(Last)

(First)

(Middle)

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The total represents shares received upon conversion of shares of Series A, Series B, Series C, Series D, and Series E Preferred Stock.

2. The Series A Preferred Stock automatically converted into common stock on a 1-for-1.0294 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

3. The Series B, Series C, and Series D Preferred Stock automatically converted into common stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. The Series E Preferred Stock automatically converted into common stock on a 1-for-1.4881 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

5. Deer VI & Co. LLC ("Deer VI") is the general partner of each of the Funds (as defined below). The Funds, together with Deer VI are the "Bessemer Entities." Deer VI disclaims benefical ownership of the securities owned directly by the Funds, and this report shall not be deemed an admission that Deer VI is the benefical owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds.

6. David Cowan, an executive manager of Deer VI, serves as the representative of the reporting persons on the Issuer's board of directors.

7. The total shares held after the conversion of the preferred stock includes 10,948,066 shares held by Bessemer Venture Partners VI L.P. ("BVP VI"), 3,674,124 shares held by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment"), and 123,854 shares held by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds").

8. As a result of the conversion of the Series A Preferred Stock into common stock, BVP VI owns 4,888,787 shares, BVP Co-Investment owns 1,646,140 shares, and BVP Institutional owns 82,720 shares.

9. As a result of the conversion of the Series B Preferred Stock into common stock, BVP VI owns 1,145,063 shares, BVP Co-Investment owns 385,562 shares, and BVP Institutional owns 19,375 shares.

10. As a result of the conversion of the Series C Preferred Stock into common stock, BVP VI owns 650,590 shares, BVP Co-Investment owns 219,065 shares, and BVP Institutional owns 11,008 shares.

11. As a result of the conversion of the Series D Preferred Stock into common stock, BVP VI owns 1,209,949 shares and BVP Co-Investment owns 403,316 shares.

12. As a result of the conversion of the Series E Preferred Stock into common stock, BVP VI owns 2,125,155 shares and BVP Co-Investment owns 708,385 shares.

Remarks:

	/s/ J. Edmund Colloton, Executive Manager	10/11/2012
	Deer VI & Co. LLC, General Partner By: J. Edmund Colloton, Executive Manager	10/11/2012
	Deer VI & Co. LLC, General Partner By: J. Edmund Colloton, Executive Manager	10/11/2012
	Deer VI & Co. LLC, General Partner By: J. Edmund Colloton, Executive Manager	10/11/2012
	** Signature of Reporting Person	Date
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