Page 6 of 8 – SEC Filing ITEM 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated to read as follows: (a) As of the close of business on the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 10.9% of the shares of Common Stock outstanding. The aggregate percentage of Common Stock reported owned by each person named herein is based upon 92,592,112 shares of Common Stock outstanding as of August 5, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016. As of the close of business on the date hereof, Elliott beneficially owned 2,480,000 shares of Common Stock, constituting approximately 2.7% of the shares of Common Stock outstanding. As of the close of business on the date hereof, Elliott International beneficially owned 5,270,000 shares of Common Stock, constituting approximately 5.7% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 5,270,000 shares of Common Stock beneficially owned by Elliott International, constituting approximately 5.7% of the shares of Common Stock outstanding. Collectively, Elliott, Elliott International and EICA beneficially own 7,750,000 shares of Common Stock, constituting approximately 8.4% of the shares of Common Stock outstanding. Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 2.5% of the shares of Common Stock outstanding pursuant to the Derivative Agreements, as disclosed in Item 6. Item 5(c) is amended to add the following: (c) The transactions effected by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth on Schedule 1 attached hereto. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The first paragraph of Item 6 is hereby amended and restated to read as follows: Elliott, through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool”), and Elliott International have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 752,000 and 1,598,000 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to less than 1% and 1.7% of the shares of Common Stock of the Issuer, respectively). Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 2.5% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions. Follow Lifelock Inc. (NYSE:LOCK)
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| ITEM 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) As of the close of business on the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 10.9% of the shares of Common Stock outstanding.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 92,592,112 shares of Common Stock outstanding as of August 5, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016.
As of the close of business on the date hereof, Elliott beneficially owned 2,480,000 shares of Common Stock, constituting approximately 2.7% of the shares of Common Stock outstanding.
As of the close of business on the date hereof, Elliott International beneficially owned 5,270,000 shares of Common Stock, constituting approximately 5.7% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 5,270,000 shares of Common Stock beneficially owned by Elliott International, constituting approximately 5.7% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA beneficially own 7,750,000 shares of Common Stock, constituting approximately 8.4% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 2.5% of the shares of Common Stock outstanding pursuant to the Derivative Agreements, as disclosed in Item 6.
Item 5(c) is amended to add the following:
(c) The transactions effected by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth on Schedule 1 attached hereto.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The first paragraph of Item 6 is hereby amended and restated to read as follows:
Elliott, through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool”), and Elliott International have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 752,000 and 1,598,000 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to less than 1% and 1.7% of the shares of Common Stock of the Issuer, respectively). Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 2.5% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
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