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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Preferred Stock | (3) | 10/09-04:00/2012 | C | 4,000,000 | (3) | (3) | Common Stock | 4,000,000 (3) | (3) | 0 | I | See footnotes (1) (2) (3) | |||
Series D Preferred Stock | (3) | 10/09-04:00/2012 | C | 713,179 | (3) | (3) | Common Stock | 713,179 (3) | (3) | 0 | I | See footnotes (1) (2) (3) | |||
Series E-2 Preferred Stock | (3) | 10/09-04:00/2012 | C | 2,914,238 | (3) | (3) | Common Stock | 3,400,249 (3) | (3) | 0 | I | See footnotes (1) (2) (3) | |||
Warrants | (3) | 10/09-04:00/2012 | J(4) | 571,240 | (4) | (4) | Series E-2 Preferred Stock | (4) | (4) | 0 | I | See footnotes (1) (2) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282 |
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GOLDMAN SACHS & CO 200 WEST STREET NEW YORK, NY 10282 |
/s/ Yvette Kosic, Attorney-in-fact | 10/11-04:00/2012 | |
**Signature of Reporting Person | Date | |
/s/ Yvette Kosic, Attorney-in-fact | 10/11-04:00/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
(2) | GS Group may be deemed to beneficially own indirectly 8,113,428 shares of common stock, par value $0.001 per share (the "Common Stock") of LifeLock Inc. (the "Company") (a portion of which is subject to possible repurchase by the Company, as described in the S-1, defined below) by reason of the direct beneficial ownership of such shares by Goldman Sachs. |
(3) | Each share of Series C preferred stock and Series D preferred stock automatically converted into one share of Common Stock immediately prior to the closing of the initial public offering of the Company's Common Stock (the "IPO"). As described in the Company's registration statement filed with the U.S. Securities and Exchange Commission on October 3, 2012 (the "S-1"), the Series E-2 preferred stock, par value $0.001 per share (the "Series E-2 Preferred Stock") automatically converted into a number of shares of Common Stock that depended in part on the IPO price of the Common Stock. Based on an IPO price of $9.00 per share, as set forth on the cover page of the S-1, Goldman Sachs received an aggregate of 3,400,249 shares of Common Stock from the conversion of the Series E-2 Preferred Stock (a portion of which is subject to possible repurchase by the Company, as described in the S-1). |
(4) | Goldman Sachs held 571,240 warrants (the "Warrants") to purchase shares of Series E-2 Preferred Stock prior to the closing of the IPO. The Warrants terminated automatically upon the closing of the IPO. |