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 *

SCHNEIDER HILARY
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
__ X __ Officer (give title below)      _____ Other (specify below)
CEO & PRESIDENT
(Last)          (First)          (Middle)

60 EAST RIO SALADO PARKWAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

12/23/2016
(Street)

TEMPE, AZ 85281
(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   12/23/2016     M    305000   A $9   828156   D    
COMMON STOCK   12/23/2016     F    214095   (1) D $23.89   614061   D    
COMMON STOCK   12/23/2016     F    9841   (2) D $23.87   604220   D    
COMMON STOCK   12/27/2016     F    1087   (3) D $23.91   603133   D    

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
EMPLOYEE STOCK OPTION (RIGHT TO BUY)   $9.0   12/23/2016     M      305000         (4) 10/2/2022   COMMON STOCK   305000.0   $0   70000   D    

Explanation of Responses:
( 1)  Represents shares withheld by the registrant to satisfy the applicable exercise price and tax withholding obligations upon the net exercise of the option, based on the fair market value of a share of the registrant's common stock at the time of exercise, as determined under the LifeLock, Inc. 2012 Incentive Compensation Plan.
( 2)  Represents shares of common stock withheld by the Registrant to satisfy tax withholding obligations associated with the vesting of restricted stock units.
( 3)  Represents shares of common stock surrendered to the Registrant to satisfy tax withholding obligations associated with the vesting of restricted stock.
( 4)  Option was granted on October 2, 2012. 25% if the total number of shares vested on September 14, 2013. The remaining shares underlying this option vested at the rate of 1/48th of the total number of shares of the fourteenth day of each month thereafter for a period of 36 months and was fully vested on September 14, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCHNEIDER HILARY
60 EAST RIO SALADO PARKWAY, SUITE 400
TEMPE, AZ 85281
X
CEO & PRESIDENT

Signatures
/s/ Stephen Palmer, Attorney-in-Fact 12/28/2016
** 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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