Sec Form 13G Filing - TCV VII LP filing for GoDaddy Inc. (GDDY) - 2018-02-13

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP # 380237107

1

Name of Reporting Persons
TCV VII, L.P.

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock (A)

6

Shared Voting Power
-0- shares of Class A Common Stock

7

Sole Dispositive Power
-0- shares of Class A Common Stock (A)

8

Shared Dispositive Power
-0- shares of Class A Common Stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
PN

CUSIP # 380237107

1

Name of Reporting Persons
TCV VII (A), L.P.

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock (A)

6

Shared Voting Power
-0- shares of Class A Common Stock

7

Sole Dispositive Power
-0- shares of Class A Common Stock (A)

8

Shared Dispositive Power
-0- shares of Class A Common Stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
PN

CUSIP # 380237107

1

Name of Reporting Persons
TCV Member Fund, L.P.

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock (A)

6

Shared Voting P ower
-0- shares of Class A Common Stock

7

Sole Dispositive Power
-0- shares of Class A Common Stock (A)

8

Shared Dispositive Power
-0- shares of Class A Common Stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
PN

CUSIP # 380237107

1

Name of Reporting Persons
Technology Crossover Management VII, L.P.

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock (A)

6

Shared Voting Power
-0- shares of Class A Common Stock

7

Sole Dispositive Power
-0- shares of Class A Common Stock (A)

8

Shared Dispositive Power
-0- shares of Class A Common Stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
PN

CUSIP # 380237107

1

Name of Reporting Persons
Technology Crossover Management VII, Ltd.

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock (A)

6

Shared Voting Power
-0- shares of Class A Common Stock

7

Sole Dispositive Power
-0- shar es of Class A Common Stock (A)

8

Shared Dispositive Power
-0- shares of Class A Common Stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
OO

CUSIP # 380237107

1

Name of Reporting Persons
Jay C. Hoag

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

6

Shared Voting Power
-0- shares of Class A Common Stock (A)

7

Sole Dispositive Power
-0- shares of Class A Common Stock

8

Shared Dispositive Power
-0- shares of Class A Common Stock (A)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
IN

CUSIP # 380237107

1

Name of Reporting Persons
Richard H. Kimball

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

6

Shared Voting Power
-0- shares of Class A Common Stock (A)

7

Sole Dispositive Power
-0- shares of Class A Common Stock

8

Shared Dispositive Power
-0- shares of Class A Common Stock (A)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
IN

CUSIP # 380237107

1

Name of Reporting Persons
John L. Drew

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

6

Shared Voting Power
-0- shares of Class A Common Stock (A)

7

Sole Dispositive Power
-0- shares of Class A Common Stock

8

Shared Dispositive Power
-0- shares of Class A Common Stock (A)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
IN

CUSIP # 380237107

1

Name of Reporting Persons
Jon Q. Reynolds, Jr.

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

6

Shared Voting Power
-0- shares of Class A Common Stock (A)

7

Sole Dispositive Power
-0- shares of Class A Common Stock

8

Shared Dispositive Power
-0- shares of Class A Common Stock (A)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
IN

CUSIP # 380237107

1

Name of Reporting Persons
Robert W. Trudeau

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

6

Shared Voting Power
-0- shares of Class A Common Stock (A)

7

Sole Dispositive Power
-0- shares of Class A Common Stock

8

Shared Dispositive Power
-0- shares of Class A Common Stock (A)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
IN

CUSIP # 380237107

1

Name of Reporting Persons
Christopher P. Marshall

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

6

Shared Voting Power
-0- shares of Class A Common Stock (A)

7

Sole Dispositive Power
-0- shares of Class A Common Stock

8

Shared Dispositive Power
-0- shares of Class A Common Stock (A)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amoun t in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
IN

CUSIP # 380237107

1

Name of Reporting Persons
Timothy P. McAdam

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

6

Shared Voting Power
-0- shares of Class A Common Stock (A)

7

Sole Dispositive Power
-0- shares of Class A Common Stock

8

Shared Dispositive Power
-0- shares of Class A Common Stock (A)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
IN

CUSIP # 380237107

1

Name of Reporting Persons
John C. Rosenberg

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

6

Shared Voting Power
-0- shares of Class A Common Stock (A)

7

Sole Dispositive Power
-0- shares of Class A Common Stock

8

Shared Dispositive Power
-0- shares of Class A Common Stock (A)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
IN

CUSIP # 380237107

1

Name of Reporting Persons
David L. Yuan

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

6

Shared Voting Power
-0- shares of Class A Common Stock (A)

7

Sole Dispositive Power
-0- shares of Class A Common Stock

8

Shared Dispositive Power
-0- shares of Class A Common Stock (A)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Class A Common Stock (A)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
0%

12

Type of Reporting Person*
IN

Item 1(a).

Name of Issuer
GoDaddy Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices
14455 N. Hayden Road

Scottsdale, AZ 85260

Item 2(a).

Name of Persons Filing
This statement is being filed by (1) TCV VII, L.P., a Cayman Islands exempted limited partnership (“TCV VII”), (2) TCV VII (A), L.P., a Cayman Islands exempted limited partnership (“TCV VII(A)”), (3) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund” and, together with TCV VII and TCV VII(A), the “TCV Funds”), (4) Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership (“TCM VII”), (5) Technology Crossover Management VII, Ltd., a Cayman Islands exempted company (“Management VII”), (6) Jay C. Hoag (“Mr. Hoag”), (7) Richard H. Kimball (“Mr. Kimball”), (8) John L. Drew (“Mr. Drew”), (9) Jon Q. Reynolds, Jr. (“Mr. Reynolds”), (10) Robert W. Trudeau (“Mr. Trudeau”), (11) Christopher P. Marshall (“Mr. Marshall”), (12) Timothy P. McAdam (“Mr. McAdam”), (13), John C. Rosenberg (“Mr. Rosenberg”) and (14) David L. Yuan (“Mr. Yuan”). Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Trudeau, Mr. Marshall, Mr. McAdam, Mr. Rosenberg and Mr. Yuan are collectively referred to as the “Members.” The TCV Funds, TCM VII, Management VII and the Members are sometimes collectively referred to herein as the “Reporting Persons.”

Item 2(b).

Address of Principal Office
The mailing address for each of the Reporting Persons is:

c/o Technology Crossover Ventures

528 Ramona Street

Palo Alto, California 94301

Item 2(c)

Citizenship
Each of TCV VII, TCV VII(A), Member Fund and TCM VII are Cayman Islands exempted limited partnerships. Management VII is a Cayman Islands exempted company. The Members are each United States citizens.

Item 2(d) and (e).

Title of Class of Securities and CUSIP Number
Class A Common Stock, par value $0.001 per share (“Class A Common Stock”)
CUSIP Number: 380237107

Item 3.

Not applicable.

Item 4.

Ownership

None of the Reporting Persons beneficially owns any shares of Class A Common Stock.

Technology Crossover Ventures was party to a Stockholder Agreement (the “Stockholder Agreement”), with entities affiliated with each of Kohlberg Kravis Roberts & Co. L.P., Silver Lake Partners and Mr. Robert Parsons (collectively, the “Stockholders”) which contained, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.

By virtue of the Stockholder Agreement and the obligations and rights thereunder, the Reporting Persons, the Stockholders and/or certain of their affiliates may have been deemed to constitute a “group” for purposes of Section 13(d) of the Exchange Act. Technology Crossover Ventures no longer holds any shares of Class A Common Stock as of December 7, 2017 and no longer may be deemed a member of such a “group.” Certain entities affiliated with Silver Lake Partners, Kohlberg Kravis Roberts & Co. L.P. and Mr. Parsons are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   x

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

See Item 4 above.

Item 10.

Certification.

Not applicable.

TCV VII, L.P.

a Cayman Islands exempted limited partnership, acting by its general partner

Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership,acting by its general partner

Technology Crossover Management VII, Ltd., a Cayman Islands exempted company

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Authorized Signatory

TCV VII (A), L.P.
a Cayman Islands exempted limited partnership, acting by its general partner

Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership,acting by its general partner

Technology Crossover Management VII, Ltd., a Cayman Islands exempted company

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Authorized Signatory

TCV MEMBER FUND, L.P.

a Cayman Islands exempted limited partnership, acting by its general partner

Technology Crossover Management VII, Ltd., a Cayman Islands exempted company

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.
a Cayman Islands exempted limited partnership, acting by its general partner

Technology Crossover Management VII, Ltd., a Cayman Islands exempted company

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD., a Cayman Islands exempted company

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Authorized Signatory

JAY C. HOAG

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Attorney in Fact

RICHARD H. KIMBALL

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Attorney in Fact

JOHN L. DREW

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Attorney in Fact

JON Q. REYNOLDS, JR.

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Attorney in Fact

ROBERT W. TRUDEAU

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Attorney in Fact

CHRISTOPHER P. MARSHALL

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Attorney in Fact

TIMOTHY P. MCADAM

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Attorney in Fact

JOHN C. ROSENBERG

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Attorney in Fact

DAVID L. YUAN

By:

/s/ Frederic D. Fenton

Name:

Frederic D. Fenton

Title:

Attorney in Fact