LifeLock, Inc. (NYSE:LOCK) Files An 8-K Termination of a Material Definitive Agreement

Item1.02 Termination of a Material Definitive Agreement

On the Closing Date, in connection with the Merger, the Company
terminated its Credit Agreement, dated as of January9, 2013, by
and among LifeLock, Bank of America, N.A., as administrative
agent, the guarantors from time to time party thereto, and the
lenders from time to time party thereto, and repaid the
obligations outstanding thereunder.

Effective as of February8, 2017 and contingent upon the
consummation of the Merger, the Company terminated each of the
LifeLock, Inc. Amended and Restated 2006 Incentive Compensation
Plan, the Lemon, Inc. 2008 Equity Incentive Plan, as amended, the
LifeLock, Inc. 2012 Employee Stock Purchase Plan, and the
LifeLock, Inc. 2012 Incentive Compensation Plan, which
collectively are defined in the Merger Agreement as the Company
Stock Plans.

Effective as of February8, 2017 and contingent upon the
consummation of the Merger, the Company terminated the LifeLock
401(k) Plan.

Item2.01. Completion of Acquisition or Disposition of
Assets.

On the Closing Date, Parent completed the acquisition of the
Company through the Merger. At the effective time of the Merger,
each share of the Companys common stock, par value $0.001 per
share (the Common Stock) (other than shares of Common Stock
(1)held by Parent, Merger Sub, the Company (including shares held
in treasury) or their respective subsidiaries as of immediately
prior to the effective time of the Merger or (2)held by
stockholders who have properly and validly made a demand for
appraisal under Delaware law in respect of such shares and have
not withdrawn or otherwise lost such right to appraisal (the
Excluded Shares)) was cancelled and converted into the right to
receive $24.00 per share in cash (the Per Share Amount).

In addition, at the effective time of the Merger, subject to
certain exceptions described in the Merger Agreement, unvested
option awards and stock-based awards were converted into
corresponding awards that are subject to shares of Parent common
stock. Subject to the terms of the Merger Agreement, all shares
of Common Stock underlying vested options and stock-based awards
were converted into the right to receive the Per Share Amount
(or, in the case of options, the difference between the Per Share
Amount and the applicable exercise price), less any applicable
tax withholdings.

The description of the Merger set forth above does not purport to
be complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed by the Company as Exhibit 2.1
to the Companys Current Report on Form 8-K filed on November21,
2016, and the Amendment, which was filed by the Company as
Exhibit 2.1 to the Companys Current Report on Form 8-K filed on
January17, 2017, each of which is incorporated herein by
reference.

Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introduction and under Item2.01
of this Current Report on Form 8-K is incorporated herein by
reference.

In connection with the closing of the Merger, the Company
notified the New York Stock Exchange (NYSE) on the Closing Date
that the Certificate of Merger had been filed with the State of
Delaware and that, at the effective time of the Merger, each
outstanding share of Common Stock (other than the Excluded
Shares) was cancelled and converted into the right to receive the
Per Share Amount subject to the terms of the Merger Agreement.
The Company requested that the NYSE delist its Common Stock on
the Closing Date, and as a result, trading of the Common Stock on
the NYSE was suspended prior to the opening of the NYSE on the
Closing Date. The Company also requested that the NYSE file a
notification of removal from listing and registration on Form 25
with the SEC to effect the delisting of its Common

Stock from the NYSE and the deregistration of the Common Stock
under Section12(b) of the Securities Exchange Act of 1934, as
amended (the Exchange Act). The Company intends to file with the
SEC a Form 15 requesting the termination of registration of the
Common Stock under Section12(g) of the Exchange Act and the
suspension of reporting obligations under Sections 13 and 15(d)
of the Exchange Act.

Item3.03. Material Modification to Rights of Security
Holders.

The information set forth in the Introduction and under Item2.01
of this Current Report on Form 8-K is incorporated herein by
reference.

Item5.01. Changes in Control of Company.

The information set forth under Item2.01 is incorporated herein
by reference.

As a result of the Merger, a change in control of the Company
occurred and the Company became a wholly-owned subsidiary of
Parent. The transaction resulted in the payment of approximately
$2.3 billion in cash merger consideration.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Directors

Upon completion of the Merger, Scott Taylor and Eunice Kim, who
constituted the Board of Directors of Merger Sub, became the
directors of the Company, and each of the eight directors of the
Company immediately prior to the effective time of the Merger,
Roy Guthrie, Todd Davis, Hilary Schneider, Gary Briggs, David
Cowan, Albert Pimentel, Thomas Ridge and Jaynie Miller
Studenmund) resigned as directors of the Company immediately
prior to the completion of the Merger and are no longer directors
of the Company.

Officers

Hilary Schneider and Todd Davis terminated employment with the
Company effective immediately following the completion of the
Merger and became eligible to receive the separation benefits
under their respective existing employment arrangements. Doug
Jeffries resigned from his position as Chief Financial Officer
and Chief Administrative Officer effective immediately following
the completion of the Merger, but will remain at the Company in a
transitional capacity for a defined period. Mr. Jeffries will be
entitled to receive the separation benefits under his existing
employment arrangement in connection with this transition.
Immediately after the foregoing terminations and resignation,
Scott Taylor was appointed President and Donald Blach was
appointed Chief Financial Officer and Vice President, Tax.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

At the effective time of the Merger, the Companys certificate of
incorporation, as in effect immediately prior to the Merger, was
amended and restated to be in a form substantially identical to
the certificate of incorporation of Merger Sub, subject to the
terms of the Merger Agreement (the Amended and Restated
Certificate of Incorporation). In addition, at the effective time
of the Merger, the Companys bylaws, as in effect immediately
prior to the Merger, were amended and restated to be in a form
substantially identical to the bylaws of Merger Sub (the Amended
and Restated Bylaws). Copies of the Amended and Restated
Certificate of Incorporation and the Amended and Restated Bylaws
are filed as Exhibits 3.1 and 3.2 and are incorporated herein by
reference.

Item8.01. Other Events.

On the Closing Date, the Company and Parent issued a joint press
release announcing the closing of the Merger. A copy of the press
release is filed as Exhibit 99.1 and is incorporated herein by
reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

About LifeLock, Inc. (NYSE:LOCK)

LifeLock, Inc. provides proactive identity theft protection services for consumers and consumer risk management services for enterprises. The Company monitors certain identity-related events, such as new account openings and credit-related applications. It operates in two segments: consumer segment and an enterprise segment. The Company’s LifeLock ecosystem combines data repositories of personally identifiable information and consumer transactions, predictive analytics and a technology platform. It applies predictive analytics to the data in its repositories to provide its members and enterprise customers’ actionable intelligence that helps protect against identity theft and identity fraud. It offers its consumer services on a monthly or annual subscription basis. It provides consumer risk management services, including delivering its on-demand identity risk, identity-authentication and credit information about consumers to its enterprise customers in the daily transaction flows.

LifeLock, Inc. (NYSE:LOCK) Recent Trading Information

LifeLock, Inc. (NYSE:LOCK) closed its last trading session at 0.0000 with 4,974,736 shares trading hands.