Chief Executive Officer Hulls Chris gifted 307,334 shares, received a gift of 215,976 shares and sold $31,689,796 worth of shares (772,545 units at $41.02), decreasing direct ownership by 48% to 952,696 units (SEC Form 4)
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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
Life360, Inc. [ LIF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 11/15/2024 | G | 307,334(1) | D | $0 | 1,509,265(2)(3) | D | |||
Common Stock | 11/15/2024 | G | 215,976 | A | $0 | 215,976 | I | Held by Point Reyes Good Luck Fund(4) | ||
Common Stock | 11/15/2024 | S | 556,569 | D | $41.02(5) | 952,696(2)(3) | D | |||
Common Stock | 11/15/2024 | S | 215,976 | D | $41.02(5) | 0 | I | Held by Point Reyes Good Luck Fund(4) | ||
Common Stock | 1,846 | I | Held by ICCA Labs, LLC(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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. Represents 215,976 shares of common stock that the Reporting Person donated as a gift to Point Reyes Good Luck Fund and 91,358 shares of common stock that the Reporting Person donated as a gift to Goldman Sachs Philanthropy Fund Hulls Family Fund ("Hulls Family Fund"). The Reporting Person does not exercise voting or investment control, directly or indirectly, over Hulls Family Fund or any of its affiliates, or over the donated shares to Hulls Family Fund following this transfer. The Reporting Person does not have any pecuniary interest in any shares held by Hulls Family Fund. |
2. Includes 32,010 restricted stock units, each of which represents a contingent right to receive one share of the Issuer's common stock upon vesting. |
3. Includes common stock and the number of shares of common stock underlying Chess Depositary Interests ("CDIs") as converted at a 1:3 common stock to CDI ratio. 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. |
4. The shares are held of record by Point Reyes Good Luck Fund. The Reporting Person exercises voting power and investment control over the shares held by Point Reyes Good Luck Fund. The Reporting Person does not have any pecuniary interest in the shares held by Point Reyes Good Luck Fund. |
5. The reported securities were sold in a block sale at a per share price of $41.02. |
6. The Reporting Person 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 by the Reporting Person represents his proportionate ownership interest in ICCA Labs, LLC. |
/s/ Natalie Karam, Attorney-in-Fact | 11/15/2024 | |
** 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. |