FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

COWAN DAVID J/CA
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)
(Last)          (First)          (Middle)

C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104
3. Date of Earliest Transaction (MM/DD/YYYY)

5/26/2016
(Street)

LARCHMONT, NY 10538
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   5/26/2016     S (1)    0   (1) D $0.00   (1) 592077   (3) D   (2) (4)  
Common Stock   5/27/2016     S (5)    0   (5) D $0.00   (5) 592077   (3) D   (6) (4)  
Common Stock   5/31/2016     S (7)    0   (7) D $0.00   (7) 592077   (3) D   (8) (4)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On May 26, 2016, Bessemer Venture Partners VI L.P. ("BVP VI"), Bessemer Venture Partners Co-Investment L.P. ("BVP Co") and Bessemer Venture Partners VI Institutional L.P. ("BVP VI Inst" and, collectively with BVP VI and BVP VI Co, the "Funds") sold 150,046, 48,403 and 1,551 shares of common stock, respectively, at an average sale price of $12.98860 (the "May 26 Fund Sales"). The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such execution.
( 2)  After the May 26 Fund Sales, BVP VI, BVP Co, and BVP VI Inst owned 6,108,523, 1,993,601, and 73,898 shares, respectively.
( 3)  Represents 49,361 shares held personally, 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"). 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)  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 beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that such reporting person is the beneficial 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.
( 5)  On May 27, 2016, BVP VI, BVP Co, and BVP VI Inst sold 375,115, 121,007 and 3,878 shares of common stock, respectively, at an average sale price of $13.0470 (the "May 27 Fund Sales"). The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such execution.
( 6)  After the May 27 Fund Sales, BVP VI, BVP Co, and BVP VI Inst owned 5,733,408, 1,872,594, and 70,020 shares, respectively.
( 7)  On May 31, 2016, BVP VI, BVP Co, and BVP VI Inst sold 486,777, 157,028 and 5,032 shares of common stock, respectively, at an average sale price of $13.0441 (the "May 31 Fund Sales"). The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such execution.
( 8)  After the May 31 Fund Sales, BVP VI, BVP Co, and BVP VI Inst owned 5,246,631, 1,715,566, and 64,988 shares, respectively.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COWAN DAVID J/CA
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
X



Signatures
/s/ David Cowan 5/31/2016
** 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 control number.
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