SEC Form 4 · accession 0001628280-17-001232
LIFELOCK, INC. · LOCK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roy A Guthrie
Director
Period of report
Feb 9, 2017
Accepted (ET)
Feb 13, 2017 · 5:58 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 | 36,086 | — | D | 13,275 | D | |
| COMMON STOCKF1,F3 | Feb 9, 2017 | D | 13,275 | — | 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 | 47,000 | D | — | Oct 2, 2022 | COMMON STOCK | 47,000 | 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.
- F3Consists 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.
- 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 option exercise price.