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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Life360, Inc. [ LIF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/26/2024 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/26/2024 | S(1) | 10,723(2) | D | $43.81(3)(4) | 281,221(5)(6) | D | |||
Common stock | 11/26/2024 | S(1) | 14,277(2) | D | $44.63(4)(7) | 266,944(5)(6) | D | |||
Common stock | 3,966(8) | I | Held by ICCA Labs, LLC(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. The sale being reported on this Form 4 is the sale of Chess Depositary Interests ("CDIs") as converted on a 1:3 common stock to CDI ratio. The CDIs were traded on the Australian Securities Exchange (the "ASX") and were held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX. |
2. Reflects the number of common stock equivalent shares underlying the CDIs sold on the ASX. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.34 to $44.33, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 3. |
4. Reflects the weighted average sale price of the CDIs sold, as converted to USD, by multiplying the amount by 3 based on the 3:1 conversion ratio for CDIs to common stock and multiplying by the exchange rate of 0.6493 in effect at the time of the sale as published by the Reserve Bank of Australia. |
5. Includes the number of common stock underlying CDIs as converted on a 1:3 common stock to CDI ratio. The CDIs are traded on the ASX and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX. |
6. Includes 4,497 restricted stock units, each of which represents a contingent right to receive one share of the Issuer's common stock upon vesting. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.37 to $44.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 7. |
8. On September 9, 2024, the Reporting Person filed a Form 4 which inadvertently omitted these indirectly held shares. |
9. The Reporting Person has shared investment control over Carthona Capital FS Pty Ltd. ("Carthona Capital"). Carthona Capital is a member of ICCA Labs, LLC, an entity that holds an aggregate of 8,219 shares of the Issuer's common stock. The number of shares held as reported herein represents Carthona Capital's proportionate ownership interest in ICCA Labs, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ Russell J. Burke, Attorney-in-Fact | 11/27/2024 | |
** 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). | ||
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. |