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^*

Davis Richard Todd

(Last)

(First)

(Middle)

60 EAST RIO SALADO PARKWAY, SUITE 400

(Street)

TEMPE

85281

(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
X	Officer (give title below)	Other (specify below)
	EXECUTIVE VICE CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2017

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	02/09/2017⁽¹⁾		D		120,704⁽²⁾	D	⁽¹⁾	201,231	D
COMMON STOCK	02/09/2017⁽¹⁾		D		201,231⁽³⁾	D	⁽¹⁾	0	D
COMMON STOCK	02/09/2017⁽¹⁾		D		633,923	D	⁽¹⁾	0	I	BY 2016 TODD DAVIS TRUST

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)
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$4.5	02/09/2017		D			1,000	⁽⁴⁾	12/05/2017	COMMON STOCK	1,000	$0	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$2.71	02/09/2017		D			614,000	⁽⁴⁾	08/07/2019	COMMON STOCK	614,000	$0	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$5.2	02/09/2017		D			200,000	⁽⁴⁾	03/29/2022	COMMON STOCK	200,000	$0	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$11.05	02/09/2017		D			350,000	⁽⁴⁾⁽⁵⁾	02/22/2023	COMMON STOCK	350,000	$0	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$18.73	02/09/2017		D			187,500	⁽⁴⁾⁽⁶⁾	03/24/2024	COMMON STOCK	187,500	$0	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$13.96	02/09/2017		D			184,500	⁽⁴⁾⁽⁷⁾	03/23/2025	COMMON STOCK	184,500	$0	0	D

Explanation of Responses:

1. On November 20, 2016, LifeLock, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), as amended on January 16, 2017, with Symantec Corporation (the "Acquiror") and L1116 Merger Sub, Inc., a wholly-owned subsidiary of the Acquiror. Upon completion of the merger of the Issuer and L1116 Merger Sub, Inc. (the "Closing"), the Reporting Person's shares of the Issuer's Common Stock were cancelled and converted into the right to receive $24 in cash, without interest, (the "Merger Consideration").

2. Common Stock cancelled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of this Common Stock and the Merger Consideration. Includes 13,020 restricted shares, payment in respect of which is subject to the same terms and conditions as the restricted shares.

3. Consists of 201,231 unvested restricted stock units ("RSUs"). Upon Closing, unvested RSUs were converted into the right to receive, on the same terms and conditions as the unvested RSU, a number of shares of the common stock of Acquiror equal to the number of shares subject to the unvested RSU times the quotient of $24 divided by the volume-weighted average of the trading prices of the shares of Acquiror's common stock on the NASDAQ for the ten trading days ending with, and including, February 9, 2016.

4. Upon the closing, vested options were cancelled and converted into the right to receive an amount of cash equal to the number of shares subject to the option multiplied by the difference between the Merger Consideration and the applicable exercise price. Unvested options were converted into options to acquire a number of shares of common stock of the Acquiror equal to the number of shares subject to the unvested option times the quotient (the "Exchange Ratio") of $24 divided by the volume-weighted average of the trading prices of the shares of Acquiror's common stock on the NASDAQ for the ten trading days ending with, and including, February 9, 2016, at an exercise price equal to the exercise price of the unvested option divided by the Exchange Ratio and otherwise on the same terms and conditions as the unvested option.

5. Includes 7,292 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.

6. Includes 54,668 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.

7. Includes 99,938 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.

Remarks:

	/s/ Stephen Palmer, Attorney-in-Fact	02/13/2017
	** 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).
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