Statement of Changes in Beneficial Ownership (4)
February 13 2017 - 5:59PM
Edgar (US Regulatory)
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FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
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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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1. Name and Address of Reporting Person
*
COWAN DAVID J/CA
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2. Issuer Name
and
Ticker or Trading Symbol
LIFELOCK, INC.
[
LOCK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BESSEMER VENTURE PARTNERS,, 1865 PALMER AVENUE, SUITE 104
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/9/2017
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(Street)
LARCHMONT, NY 10538
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON STOCK
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2/9/2017
(1)
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D
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578802
(2)
(3)
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D
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(1)
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13275
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D
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COMMON STOCK
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2/9/2017
(1)
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D
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13275
(4)
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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EMPLOYEE STOCK OPTION (RIGHT TO BUY)
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$9.0
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2/9/2017
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D
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47000
(5)
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(5)
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10/2/2022
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COMMON STOCK
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47000.0
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$0
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0
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D
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Explanation of Responses:
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(
1)
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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").
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(
2)
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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 153,413 shares held by the Cowan Family Trust UDT dated 10-17-02 (the "Cowan Family Trust")and 389,303 shares held by David Cowan Partners II, a DE Multiple Series Limited Partnership (Series A) ("Cowan Partners").
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(
3)
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Continued from Footnote 2. 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 admission that he is the beneficial owner of such securities, except to the extent of his pecuniary interest, in any, therein.
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(
4)
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Consists of 9,957 vested restricted stock units ("RSUs") deferred by the Reporting Person and 3,318 unvested RSUs. Upon Closing, all vested and unvested RSUs held by non-employee directors of the Issuer were cancelled and converted into the right to receive the Merger Consideration.
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(
5)
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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 option exercise price.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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COWAN DAVID J/CA
C/O BESSEMER VENTURE PARTNERS,
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
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X
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Signatures
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/s/ David Cowan
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2/13/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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