Hilary Schneider Form 4 LIFELOCK / HILARY SCHNEIDER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHNEIDER HILARY

(Last) (First) (Middle)

60 EAST RIO SALADO PARKWAY, SUITE 400

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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		305,000	A	$9	828,156	D
COMMON STOCK	12/23/2016		F		214,095(1)	D	$23.89	614,061	D
COMMON STOCK	12/23/2016		F		9,841(2)	D	$23.87	604,220	D
COMMON STOCK	12/27/2016		F		1,087(3)	D	$23.91	603,133	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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	12/23/2016		M		305,000		(4)	10/02/2022	COMMON STOCK	305,000	$0	70,000	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.

Remarks:

	/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).
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