SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/27/2022 | 3. Issuer Name and Ticker or Trading Symbol Life360, Inc. [ 360.AX ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 3,031,429(1) | D | |
Common Stock | 29,960(2) | I | Held by ICCA Labs, LLC(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (4) | 10/24/2027 | Common Stock | 208,987 | 2.15 | D | |
Stock Option (right to buy) | (5) | 07/16/2028 | Common Stock | 1,269,386 | 2.53 | D | |
Stock Option (right to buy) | (4) | 10/30/2028 | Common Stock | 10 | 9.55 | D | |
Stock Option (right to buy) | (6) | 07/30/2030 | Common Stock | 230,000 | 7.28 | D | |
Stock Option (right to buy) | (7) | 02/01/2031 | Common Stock | 100,000 | 13.35 | D | |
Stock Option (right to buy) | (8) | 05/20/2032 | Common Stock | 204,573 | 8.19 | D |
Explanation of Responses: |
1. Includes 1,686,552 shares of the Issuer's common stock underlying 5,059,656 Chess Depositary Interests ("CDIs"). The CDIs are traded on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX. Also includes 103,596 restricted stock units, each of which represents a contingent right to receive one share of the Issuer's common stock upon vesting. |
2. Represents shares of the Issuer's common stock underlying 89,880 CDIs. |
3. The Reporting Person is a member of ICCA Labs, LLC, an entity that holds an aggregate of 133,408 shares of the Issuer's common stock underlying 400,224 CDIs. The number of shares reported herein by the Reporting Person represents his proportionate ownership interest in ICCA Labs, LLC. |
4. The stock option is fully vested and exercisable. |
5. The stock option vests and becomes exercisable as to 1/48th of the total number of shares in equal monthly installments beginning on August 16, 2018, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. |
6. The stock option vests and becomes exercisable as to 1/48th of the total number of shares in equal monthly installments beginning on August 30, 2020, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. |
7. The stock option vests and becomes exercisable as to 1/48th of the total number of shares in equal monthly installments beginning on March 1, 2021, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. |
8. The stock option vests and becomes exercisable as to 1/48th of the total number of shares in equal monthly installments beginning on February 1, 2022, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. |
Remarks: |
/s/ Daniel Menudier, as Attorney-in-Fact | 06/27/2022 | |
** 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 5 (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 Number. |