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Life360, Inc. Director's Dealing 2022

Feb 9, 2022

30724_rns_2022-02-09_356110d9-5890-4ada-a42a-97fbc8f77464.pdf

Director's Dealing

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ASX ANNOUNCEMENT

10 February 2022

Appendix 3X – CJ Prober

Reference is made to the Appendix 3X in relation to Mr CJ Prober lodged by Life360, Inc. (Life360 or the Company) (ASX: 360) with the ASX on 25 January 2022.

It has come to the Company’s attention that, as a result of an administrative oversight, the Appendix 3X that was lodged:

  • overstated the number of Shares of Common Stock in the Company (Shares) held by Mr Prober by 17,410 Shares; and

  • omitted to include that Mr Prober held 473,573 Restricted Stock Units (RSUs).

An updated Appendix 3X document is attached setting out the correct number of Shares and the RSUs.

Life360 has a process in place to ensure that directors’ 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. On this occasion, the error arose out of the entirety of information not on hand following the Company’s acquisition of Tile, Inc. 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 had more than 33 million monthly active users (MAU) as at September 2021, 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 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

Page 1

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial 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 30/9/2001.

Name of entity Life360, Inc.
ABRN: 629 412 942

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Charles Prober
Date of appointment 19 January 2022 (being 18 January 2022 PST)

Part 1 ‐ Director’s relevant interests in securities of which the director is the registered holder

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.

Number & class of securities

  • 16,481[1] Shares of Common Stock ( Shares ) (equivalent to 49,443 CHESS Depositary Interests ( CDIs ))

  • 3,980[2] Shares (equivalent to 11,940 CDIs) subject to voluntary escrow until on or around 6 July 2023;

  • Up to 116,022[3] contingent Shares (equivalent to up to 348,066 CDIs), dependent upon the satisfaction of earn out provisions by Tile, Inc. following its acquisition by Life360, Inc. (to be determined on or around 31 March 2022)

  • 427,573 Restricted Stock Units

1 Pursuant to a Revesting Agreement between Mr Prober and the Company ( Revesting Agreement ), of this number, a maximum of 1,397 shares may be repurchased by the Company in the event that Mr Prober ceases to be employed by Tile, Inc./the Company at relevant milestone dates.

2 Pursuant to the Revesting Agreement, of this number, a maximum of 164 shares may be repurchased by the Company in the event that Mr Prober ceases to be employed by Tile, Inc./the Company at relevant milestone dates.

3 Pursuant to the Revesting Agreement, of this number, a maximum of 4,784 shares may be repurchased by the Company in the event that Mr Prober ceases to be employed by Tile, Inc./the Company at relevant milestone dates.

  • See chapter 19 for defined terms.

11/3/2002

Appendix 3X Page 1

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of Number & class of Securities interest Note: Provide details of the circumstances giving rise to the relevant interest. N/A

Part 3 – 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
No. and class of securities to whichinterest relates N/A
  • See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002