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Life360, Inc. — Director's Dealing 2021
Jan 14, 2021
30724_rns_2021-01-14_04b52a19-13c0-4995-9fe8-6438a6d5363d.pdf
Director's Dealing
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ASX ANNOUNCEMENT
15 January 2021
Appendix 3Y – John Coghlan
It has come to the attention of Life360, Inc. (Life360 or the Company) (ASX: 360) that, as a result of an administrative oversight, the Appendix 3X lodged with ASX at the time of the Life360’s listing in May 2019 in respect of John Coghlan’s interests in Life360 securities omitted to include some securities held by Mr Coghlan indirectly.
The registered holder of the relevant securities was Seraph Life360, LLC (the “Fund”). Mr Coghlan is an investor in the Fund and is not involved in management of the Fund.
The holdings of Mr Coghlan in the original Appendix 3X lodged with the ASX on 15 May 2019 and subsequent Appendix 3Ys were understated by the following amount:
| Director | Name of Holding | Number of CDIs |
|---|---|---|
| John Phillip Coghlan | Seraph Life360, LLC | 232,369 |
The indirect interests were however disclosed in the Company’s annual report lodged with the ASX in February 2020.
Seraph Life360, LLC disposed of Life360 CDIs on 15 May 2019, 6 November 2020 and 25 November 2020. Mr Coghlan was not involved in the decision to sell the CDIs.
These additional holdings above have now been included in the “Number of securities held prior to change” section of the attached Appendix 3Y and updated in the “Number of securities held after change” section of that form to account for the May 2019 and November 2020 disposals of CDIs.
Life360 has put in place steps to ensure that directors’ indirect holdings are fully and properly disclosed including the setting up of alerts with the share registry on all relevant holdings, seeking confirmation from relevant funds as to any trading or movement (particularly where the director is not involved in the management of the fund) and further communicating and emphasising with directors the obligations and timings around disclosure of movements in holdings. In these circumstances and for these reasons, Life360 is satisfied that it has the necessary reporting and notification practices in place to ensure compliance with its disclosure obligations under ASX Listing Rule 3.19A and 3.19B.
Authorisation
Chris Hulls, Director, Co-Founder and Chief Executive Officer of Life360 authorised this announcement being given to ASX
About Life360
Life360 operates a platform for today’s busy families, bringing them closer together by helping them better know, communicate with and protect the people they care about most. The Company’s core offering, the Life360 mobile app, is a market leading app for families, with features that range from communications to driving safety and location sharing. Life360 is based in San Francisco and has more than 25 million monthly active users (MAU) as at June 2020, located in more than 195 countries.
Life360’s CDIs are issued in reliance on the exemption from registration contained in Regulation S of the US Securities Act of 1933 (Securities Act) for offers of securities which are made outside the US. Accordingly, the CDIs, have not been, and will not be, registered under the Securities Act or the laws of any state or other jurisdiction in the US. As a result of relying on the Regulation S exemption, the CDIs are ‘restricted securities’ under Rule 144 of the Securities Act. This means that you are unable to sell the CDIs into the US or to a US person who is not a Qualified
Life360, Inc. | ARBN 629 412 942 | 539 Bryant St, Suite 402, San Francisco, CA 94107 | investors.life360.com
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Institutional Buyer (QIB) for the foreseeable future except in very limited circumstances until after the end of the restricted period, unless the resale of the CDIs is registered under the Securities Act or an exemption is available. To enforce the above transfer restrictions, all CDIs issued bear a FOR Financial Product designation on the ASX. This designation restricts any CDIs from being sold on ASX to US persons excluding QIBs. However, you are still able to freely transfer your CDIs on ASX to any person other than a US person who is not a QIB. In addition, hedging transactions with regard to the CDIs may only be conducted in accordance with the Securities Act.
Life360, Inc. | ARBN 629 412 942 | 539 Bryant St, Suite 402, San Francisco, CA 94107 | investors.life360.com
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Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity: Life360, Inc.
ARBN: 629 412 942
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | John Philip Coghlan |
|---|---|
| Date of last notice | 17/12/2020 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Indirect Interest |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Seraph Life360, LLC Mr Coghlan has a 1.84% interest Seraph Life360, LLC, which holds Life360 CDIs. The amount disclosed relates to the proportion of CDIs referable to Mr Coghlan’s interest. |
| Date of change | 15 May 2019 6 November 2020 25November 2020 |
| No. of securities held prior to change | 74,922 Shares in Common Stock (Shares) (equivalent to 224,766 CHESS Depositary Interests (CDIs)) 240,110 Options 4,378 Restricted Stock Units (RSUs) 232,369 CDIs held (indirect interest held by Seraph Life360,LLC) |
| Class | CDIs |
| Number acquired | Nil |
| Number disposed | 23,237 CDIs on 15 May 2019 (by Seraph Life360, LLC) 52,283 CDIs on 6 November 2020 (by Seraph Life360, LLC) 141,134 CDIs on 25 November 2020 (by Seraph Life360, LLC) Total: 216,654 CDIs |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
A4.79 per CDI on 15 May 2019 A$4.00 per CDI on 6 and 25 November 2020 |
|---|---|
| No. of securities held after change | 74,922 Shares (equivalent to 224,766 CDIs) 240,110 Options 4,378 RSUs 15,715 CDIs held by Seraph Life360, LLC |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
On market trade |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
Part 3 –[+] Closed period
Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade N/A to proceed during this period?
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
If prior written clearance was provided, on what date was this N/A provided?
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3