Director Prober Charles J. gifted 46,000 shares, sold $1,298,068 worth of shares (40,000 units at $32.45) and exercised 40,000 shares at a strike of $11.18, decreasing direct ownership by 5% to 106,742 units (SEC Form 4)
$LIF
| 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) 09/10/2024 | ||||||||||||||||||||||||||
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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 | 09/10/2024 | M | 40,000 | A | $11.18 | 152,742(1) | D | |||
| Common stock | 09/11/2024 | G | 40,000 | D | $0 | 112,742(1) | D(2) | |||
| Common Stock | 40,000 | I(2) | By Kopansky Prober Revocable Trust | |||||||
| Common Stock | 09/11/2024 | S | 40,000 | D | $32.4517(3) | 0 | I | By Kopansky Prober Revocable Trust | ||
| Common stock | 09/11/2024 | G | 6,000(4) | D | $0 | 106,742(1) | D | |||
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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 | ||||||||
| Stock Option (right to buy) | $11.18 | 09/10/2024 | M | 40,000 | (5) | 04/12/2028 | Common stock | 40,000 | $0 | 192,752 | D | ||||
| Explanation of Responses: |
| 1. Includes 5,792 restricted stock units, each of which represents a contingent right to receive one share of the Issuer's common stock upon vesting. |
| 2. On September 11, 2024, the reporting person transferred 40,000 shares of the Issuer's common stock to the Kopansky Prober Revocable Trust for no consideration. The reporting person is trustee of the trust, and he and members of his immediate family are the sole beneficiaries of the trust. The reporting person remains the beneficial owner of the securities held by the trust. |
| 3. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $32.03 to $33.50, inclusive, per share. The reporting person undertakes to provide to the Issuer, any securityholder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full details regarding the number of shares sold at each separate price within the range. |
| 4. On September 11, 2024, the reporting person contributed 6,000 shares to a donor-advised fund, which will use the gifted shares for charitable purposes. |
| 5. The stock option vests and becomes exercisable as to 1/2 of the total number of shares on April 12, 2024 and thereafter vests and becomes exercisable as to 1/48th of the total number of shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person on each vesting date. |
| Remarks: |
| /s/ Jay Sood, Attorney-in-Fact | 09/12/2024 | |
| ** 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. | ||