Sec Form 4 Filing - GA-NWS INVESTOR LLC @ WEB.COM GROUP, INC. - 2012-05-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GA-NWS INVESTOR LLC
2. Issuer Name and Ticker or Trading Symbol
WEB.COM GROUP, INC. [ WWWW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
*See Remarks
(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC, 3 PICKWICK PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2012
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/16/2012 S 7,956,426 D $ 14.4875 5,168,266 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Common Stock 2,957,299 I See Footnotes ( 2 ) ( 3 )
Amount or Number of Shares
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GA-NWS INVESTOR LLC
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA
GREENWICH, CT06830
X *See Remarks
NWS HOLDINGS LLC
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA
GREENWICH, CT06830
X *See Remarks
GENERAL ATLANTIC PARTNERS 83, L.P.
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA
GREENWICH, CT06830
X *See Remarks
GAP-W, LLC
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA
GREENWICH, CT06830
X *See Remarks
GAPSTAR LLC
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA
GREENWICH, CT06830
X *See Remarks
GAPCO GMBH & CO KG
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA
GREENWICH, CT06830
X *See Remarks
Signatures
/s/ Thomas J. Murphy 05/18/2012
Signature of Reporting Person Date
/s/ Thomas J. Murphy 05/18/2012
Signature of Reporting Person Date
/s/ Thomas J. Murphy 05/18/2012
Signature of Reporting Person Date
/s/ Thomas J. Murphy 05/18/2012
Signature of Reporting Person Date
/s/ Thomas J. Murphy 05/18/2012
Signature of Reporting Person Date
/s/ Thomas J. Murphy 05/18/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the sale on May 16, 2012 of 7,956,426 shares of common stock of the issuer, par value $0.001 per share (the "common stock") held by GA-NWS Investor LLC ("GA Investor") pursuant to that certain Underwriting Agreement, dated May 10, 2012 (the "Underwriting Agreement"), by and among the issuer, certain stockholders of the issuer named in Schedule 2 to the Agreement and J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto.
( 2 )NWS Holdings LLC ("Holdings") is the direct beneficial owner of 3,310,000 shares of common stock.
( 3 )GA Investor is a member of Holdings and following the transaction described in footnote (1) directly beneficially owns 5,168,266 shares of common stock and indirectly beneficially owns 2,957,299 of the shares of common stock held by Holdings.
( 4 )General Atlantic Partners 83, L.P. ("GAP 83") is the controlling member of GA Investor and indirectly beneficially owns 5,315,096 of the shares of common stock held by GA Investor and Holdings; GAP-W, LLC ("GAP-W") is a member of GA Investor and indirectly beneficially owns 2,031,392 of the shares of common stock held by GA Investor and Holdings; GapStar, LLC ("GapStar") is a member of GA Investor and indirectly beneficially owns 121,884 of the shares of common stock held by GA Investor and Holdings; GAPCO GmbH & Co. KG ("KG") is a member of GA Investor and indirectly beneficially owns 22,427 of the shares of common stock held by GA Investor and Holdings; GAP Coinvestments CDA, L.P. (cont'd in FN 5)
( 5 )(cont'd from FN 4) ("CDA") is a member of GA Investor and indirectly beneficially owns 10,157 of the shares of common stock held by GA Investor and Holdings; GAP Coinvestments III, LLC ("GAPCO III") is a member of GA Investor and indirectly beneficially owns 514,706 of the shares of common stock held by GA Investor and Holdings; GAP Coinvestments IV, LLC ("GAPCO IV") is a member of GA Investor and indirectly beneficially owns 109,903 of the shares of common stock held by GA Investor and Holdings.
( 6 )General Atlantic LLC ("General Atlantic") is the general partner of General Atlantic GenPar, L.P., which is the general partner of GAP 83. GAP 83 is the controlling member, and GAP-W, GapStar, KG, CDA, GAPCO III and GAPCO IV are each members of, GA Investor. GA Investor owns a controlling interest in and is entitled to appoint all of the representatives of the board of directors of Holdings. The officers of GapStar, the managing directors of GA Investor and certain members of the board of directors of Holdings are managing directors of General Atlantic. General Atlantic is the managing member of GAPCO III and GAPCO IV. GAPCO Management GmbH ("GmbH Management") is the general partner of KG. (cont'd in FN 7)
( 7 )(cont'd from FN 6) Certain managing directors of General Atlantic make investment decisions for GmbH Management. GmbH Management may be deemed to beneficially own the shares of common stock reported as beneficially owned by KG. General Atlantic and GA Gen Par may be deemed to beneficially own all the shares of common stock reported as beneficially own all the shares of common stock reported as beneficially owned by the reporting persons herein.

Remarks:
[PART 1 OF 2 FILINGS] Each of the reporting persons may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person.

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).
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