Sec Form 4 Filing - Shoup Eric @ Ancestry.com Inc. - 2012-12-13

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
Shoup Eric
2. Issuer Name and Ticker or Trading Symbol
Ancestry.com Inc. [ ACOM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP of Product
(Last) (First) (Middle)
360 WEST 4800 NORTH
3. Date of Earliest Transaction (MM/DD/YY)
12/13/2012
(Street)
PROVO, UT84604
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, $0.001 par value 12/13/2012 M 83,335 A $ 16.53 94,416 D
Common Stock, $0.001 par value 12/13/2012 S 94,416 D $ 31.87 ( 1 ) 0 D
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
Common Stock Option (right to buy) $ 16.53 12/13/2 012 M 83,335 ( 2 ) 03/18/2020 Common Stock, $0.001 par value 41,665 $ 0 41,665 D
Common Stock Option (right to buy) $ 23.35 ( 3 ) 03/01/2022 Common Stock, $0.001 par value 160,000 160,000 D
Restricted Stock Units $ 0 ( 4 ) ( 5 ) ( 5 ) Common Stock, $0.001 par value 80,000 80,000 D
Restricted Stock Units $ 0 ( 4 ) ( 6 ) ( 6 ) Common Stock, $0.001 par value 17,500 17,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shoup Eric
360 WEST 4800 NORTH
PROVO, UT84604
EVP of Product
Signatures
/s/ William C. Stern, Attorney-in-Fact for Eric Shoup 12/17/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.86 to $31.88, inclusive. The reporting person undertakes to provide to Ancestry.com Inc., any security holder of Ancestry.com Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2 )Option granted on March 18, 2010. The option, originally representing a right to purchase 125,000 shares, vests over four years with 1/4 of the total number of shares subject to the option having vested on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option vesting monthly thereafter.
( 3 )Option granted on March 1, 2012. The option, representing a right to purchase 160,000 shares, vests with respect to 1/48 of the total number of shares subject to the option on March 1, 2013, and 1/48 of the total number of shares subject to the option on the first day of every month thereafter.
( 4 )Each restricted stock unit represents a contingent right to receive one share of Ancestry.com's common stock.
( 5 )On March 1, 2012, the reporting person received 80,000 restricted stock units, vesting 1/16 on March 1, 2013 and 1/16 on the first day of every third month thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
( 6 )On March 18, 2010, the reporting person received 35,000 restricted stock units, with 50% having vested on June 1, 2012 and 25% vesting on each June 1 of the two years thereafter. Upon vesting, the reporting person receives a number of shares of common stock equal to the number of restricted stock units that have vested.

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).

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