Sec Form 4 Filing - Carney Kevin M @ WEB.COM GROUP, INC. - 2018-10-11

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
Carney Kevin M
2. Issuer Name and Ticker or Trading Symbol
WEB.COM GROUP, INC. [ WEB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
12808 GRAN BAY PARKWAY WEST
3. Date of Earliest Transaction (MM/DD/YY)
10/11/2018
(Street)
JACKSONVILLE, FL32258
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 10/11/2018 D 77,203 D ( 1 ) $ 28 500 D
Common Stock 10/11/2018 A 30,000 ( 2 ) A $ 0 30,500 D
Common Stock 10/11/2018 D 30,000 D ( 3 ) $ 0 500 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
Stock Option (Right to Buy) $ 9.97 10/12/2018 D 25,612 ( 4 ) 02/02/2021 Common Stock 25,612 $ 18.03 ( 5 ) 0 D
Stock Option (Right to Buy) $ 13.29 10/11/2018 D 60,000 ( 4 ) 02/08/2022 Common Stock 60,000 $ 14.71 ( 5 ) 0 D
Stock Option (Right to Buy) $ 15.96 10/11/2018 D 65,000 ( 4 ) 01/30/2023 Common Stock 65,000 $ 12.04 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carney Kevin M
12808 GRAN BAY PARKWAY WEST
JACKSONVILLE, FL32258
Executive Vice President
Signatures
/s/ Kevin M. Carney 10/15/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a merger agreement between Issuer and Parker Private Holdings II, LLC, and Parker Private Merger Sub, Inc., all common stock, including 2,500 shares of restricted stock was cancelled in exchange for a cash payment of $28.00 per share, on October 11, 2018.
( 2 )Pursuant to a merger agreement between Issuer and Parker Private Holdings II, LLC, and Parker Private Merger Sub, Inc., these performance stock units became fully vested on October 11, 2018.
( 3 )Pursuant to a merger agreement between Issuer and Parker Private Holdings, II, LLC., and Parker Private Merger Sub, Inc., these shares were cancelled in exchange for a cash payment of $28.00 per share, on October 11, 2018.
( 4 )Fully vested.
( 5 )This option was canceled in the merger for a cash payment per share equal to the difference between the exercise price and $28, the merger consideration price.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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