Sec Form 4 Filing - Reedy Chandler @ Endurance International Group Holdings, Inc. - 2014-11-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Reedy Chandler
2. Issuer Name and Ticker or Trading Symbol
Endurance International Group Holdings, Inc. [ EIGI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O WARBURG PINCUS & CO., 450 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/26/2014
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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, $0.0001 par value per share ("Common Stock") 11/26/2014 S 7,912,515 ( 1 ) ( 2 ) D $ 13.92 ( 3 ) 56,766,042 ( 4 ) I See footnotes ( 5 ) ( 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 (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 Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reedy Chandler
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Signatures
/s/ Chandler J. Reedy 11/26/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed in connection with a registered offering of Endurance International Group Holdings, Inc., a Delaware corporation (the "Issuer"), that closed on November 26, 2014 (the "Offering"). Pursuant to an Underwriting Agreement, dated November 20, 2014 (the "Underwriting Agreement"), by and among the Issuer, the Selling Stockholders named in Schedule II thereto and Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named in Schedule I thereto, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), and WP Expedition Co-Invest L.P. ("WP Co-Invest") agreed to sell 5,645,836, 180,620 and 2,086,059 shares of Common Stock, respectively, in the Offering.
( 2 )(Continued from footnote 1) The material terms of the Offering are described in the final prospectus, dated November 21, 2014, filed by the Issuer with the U.S. Securities and Exchange Commission on November 21, 2014.
( 3 )Represents the $14.50 public offering price per share of Common Stock of the Issuer, less the underwriting discount of $0.58 per share of Common Stock in connection with the Offering.
( 4 )Represents shares of Common Stock of the Issuer held by the following entities: 40,504,409 by WP X, 1,295,806 by WP X Partners and 14,965,827 by WP Co-Invest.
( 5 )Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X and WP X Partners (WP X Partners, together with WP X, the "WP X Funds"). Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP") is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP and the general partner of WP Co-Invest. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP") is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds.
( 6 )Chandler J. Reedy, the reporting person, a director of the Issuer, is a partner of WP and a Managing Director and Member of WP LLC. As such, Mr. Reedy may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the securities reported as beneficially owned by the WP X Funds and WP Co-Invest. Mr. Reedy disclaims beneficial ownership of such securities, except to the extent of any direct pecuniary interest therein. Mr. Reedy does not directly own any shares of Common Stock of the Issuer.

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.