Brian H. Blaney
Tel 602.445.8322
Fax 602.445.8603
BlaneyB@gtlaw.com
September 19, 2012
VIA FEDERAL EXPRESS AND THE EDGAR SYSTEM
United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 100 F Street, N.E. Washington, D.C. 20549
Attention: Matthew Crispino
Re: LifeLock, Inc. Amendment No. 1 to the Registration Statement on Form S-1
Dear Mr. Crispino:
We express our appreciation for your prompt review of the above-referenced Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”) of LifeLock, Inc., a Delaware corporation (the “Company”). On behalf of the Company, we are responding to comments on the Registration Statement provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) during a telephonic conversation held on September 18, 2012. In conjunction with these responses, the Company is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”) via EDGAR.
The Company’s responses to the Staff’s comments are indicated below.
1. Risk Factor For Qualified Independent Underwriter
Company Response: Pursuant to the Staff’s request, the Company has added a risk factor in Amendment No. 2 regarding the reasons for a “qualified independent underwriter” and the purposes to be served by the qualified independent underwriter.
2. Material Agreements
Company Response: Pursuant to the Staff’s request, the Company has expanded the disclosure in Amendment No. 2 regarding the Company’s agreements with CSIdentity Corporation and Early Warning Services, LLC.
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|
United States Securities and Exchange Commission
Attention: Matthew Crispino
September 19, 2012
Page 2
| 3. | Pro Forma Earnings Per Share |
Company Response: Pursuant to the Staff’s request, the Company has added a cross-reference in the “Summary Consolidated Financial and Other Data” and “Selected Consolidated Financial and Other Data” sections of Amendment No. 2 to the relevant disclosure in the Pro Forma section.
| 4. | Peer Companies |
Company Response: Pursuant to the Staff’s request, the Company hereby confirms that the same peer companies were used for all valuation assumptions.
| 5. | Pro Forma Balance Sheet |
Company Response: Pursuant to the Staff’s request, the Company has revised the disclosure on page F-8 of Amendment No. 2.
* * * * *
Please note that the Company has included certain changes to the Registration Statement other than those in response to the Staff’s comments.
Your prompt attention to the enclosed is greatly appreciated. If you have any questions regarding this filing or the Company’s responses, please do not hesitate to contact me at (602) 445-8322 or Jeremy Zangara of our office at (602) 445-8324.
Sincerely,
/s/ Brian H. Blaney
Brian H. Blaney
For the Firm
| cc: | Todd Davis |
Clarissa Cerda, Esq.
Andrew S. Williamson, Esq.
Charles S. Kim, Esq.
GREENBERG TRAURIG, LLP