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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

COWAN DAVID J/CA

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

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2014

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

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

X	Form filed by One Reporting Person
	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	05/07/2014		A		10,500⁽¹⁾	A	$0.00	334,415	D⁽²⁾⁽³⁾
COMMON STOCK	05/07/2014		A		0	A	$0.00	0	I	SEE FOOTNOTES⁽⁴⁾⁽⁵⁾

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)

Explanation of Responses:

1. Reflects the grant of restricted stock units. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock. The restricted stock units vest quarterly over a one-year period.

2. Includes 76,945 shares held by the Cowan Family Trust UDT dated 10-17-02 (the "Cowan Family Trust") and 231,220 shares held by David Cowan Partners II, a DE Multiple Series Limited Partnership (Series A) ("Cowan Partners"), which shares were received by the Cowan Family Trust and Cowan Partners in one or more pro rata distributions-in-kind from Bessemer Venture Partners VI L.P. ("BVP VI"), Bessemer Venture Partners VI Institutional L.P. ("BVP VI Inst"), Bessemer Venture Partners Co-Investment L.P. ("BVP Co" and, collectively with BVP VI and BVP VI Inst, the "Funds") and Deer VI & Co. LLC ("Deer VI"), the general partner of the Funds. Continued in Footnote 3.

3. Continued from Footnote 2. All such distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. Mr. Cowan and his spouse are the trustees of the Cowan Family Trust and the general partners of Cowan Partners. Mr. Cowan disclaims beneficial ownership of the securities held by the Cowan Family Trust and Cowan Partners and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, therein.

4. 7,776,907 shares are held by Bessemer Venture Partners VI L.P. ("BVP VI"), 2,516,790 shares are held by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment"), and 85,544 shares are held by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional"), and together with BVP VI and BVP Co-Investment, the "Funds".

5. Mr. Cowan is an executive manager and a member of Deer VI & Co. LLC ("Deer VI"), the general partner of each of the Funds (as defined above). Mr. Cowan disclaims benefical ownership of the securities and this report shall not be deemed an admission that such reporting person is the benefical owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in Deer VI and his indirect limited partnership interest in BVP Co-Investment.

Remarks:

	David Cowan	05/09/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.