SEC Form 4 · accession 0001628280-17-001228
LIFELOCK, INC. · LOCK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hilary Schneider
Officer — CEO & PRESIDENT · Director
Period of report
Feb 9, 2017
Accepted (ET)
Feb 13, 2017 · 5:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001383871
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1,F2 | Feb 9, 2017 | D | 456,478 | — | D | 169,731 | D | |
| COMMON STOCKF1,F3 | Feb 9, 2017 | D | 169,731 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F4 | $9.00 | Feb 9, 2017 | D | 220,000 | D | — | Oct 2, 2022 | COMMON STOCK | 220,000 | 0 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F4,F5 | $11.05 | Feb 9, 2017 | D | 50,000 | D | — | Feb 22, 2023 | COMMON STOCK | 50,000 | 0 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F4,F6 | $18.73 | Feb 9, 2017 | D | 150,000 | D | — | Mar 24, 2024 | COMMON STOCK | 150,000 | 0 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F4,F7 | $13.96 | Feb 9, 2017 | D | 116,500 | D | — | Mar 23, 2025 | COMMON STOCK | 116,500 | 0 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F4,F8 | $10.27 | Feb 9, 2017 | D | 635,452 | D | — | Feb 18, 2026 | COMMON STOCK | 635,452 | 0 | D |
Explanation of responses
- F1On 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").
- F2Common 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 227,721 restricted shares, payment in respect of which is subject to the same terms and conditions as the restricted shares. Also includes 99, 998 shares subject to a Performance-Based Restricted Stock Award, payment in respect of which is subject to the same terms and conditions as the restricted shares.
- F3Consists of 169,731 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.
- F4Upon 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.
- F5Includes 1,042 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.
- F6Includes 43,750 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.
- F7Includes 63,105 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.
- F8Includes 558,808 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.