SEC Form 4 · accession 0001628280-17-001230

LIFELOCK, INC. · LOCK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard Todd Davis

Officer — EXECUTIVE VICE CHAIRMAN · Director

Period of report

Feb 9, 2017

Accepted (ET)

Feb 13, 2017 · 5:57 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 STOCK^F1,F2	Feb 9, 2017	D	120,704	—	D	201,231	D
COMMON STOCK^F1,F3	Feb 9, 2017	D	201,231	—	D	0	D
COMMON STOCK^F1	Feb 9, 2017	D	633,923	—	D	0	I	BY 2016 TODD DAVIS TRUST

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
EMPLOYEE STOCK OPTION (RIGHT TO BUY)^F4	$4.50	Feb 9, 2017	D	1,000	D	—	Dec 5, 2017	COMMON STOCK	1,000	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)^F4	$2.71	Feb 9, 2017	D	614,000	D	—	Aug 7, 2019	COMMON STOCK	614,000	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)^F4	$5.20	Feb 9, 2017	D	200,000	D	—	Mar 29, 2022	COMMON STOCK	200,000	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)^F4,F5	$11.05	Feb 9, 2017	D	350,000	D	—	Feb 22, 2023	COMMON STOCK	350,000	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)^F4,F6	$18.73	Feb 9, 2017	D	187,500	D	—	Mar 24, 2024	COMMON STOCK	187,500	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)^F4,F7	$13.96	Feb 9, 2017	D	184,500	D	—	Mar 23, 2025	COMMON STOCK	184,500	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 13,020 restricted shares, payment in respect of which is subject to the same terms and conditions as the restricted shares.
F3Consists 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.
F4Upon 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.
F5Includes 7,292 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.
F6Includes 54,668 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.
F7Includes 99,938 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.