Sec Form 4 Filing - SADRIAN JUSTIN @ Endurance International Group Holdings, Inc. - 2016-09-14

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
SADRIAN JUSTIN
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 LLC, 450 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/14/2016
(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") 09/14/2016 P 80,000 ( 1 ) A $ 8.41 49,687,956 I See footnotes ( 5 ) ( 6 )
Common Stock 09/15/2016 P 119,500 ( 2 ) A $ 8.62 49,807,456 I See footnotes ( 5 ) ( 6 )
Common Stock 09/16/2016 P 1,400,000 ( 3 ) A $ 8.63 51,207,456 ( 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
SADRIAN JUSTIN
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Signatures
/s/ Justin L. Sadrian 09/16/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of shares of Common Stock of Endurance International Group Holdings, Inc. (the "Issuer") that Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), and Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners," together with WP X, the "WP X Funds"), purchased in multiple transactions in the open market: 77,520 by WP X and 2,480 by WP X Partners.
( 2 )Represents the number of shares of Common Stock of the Issuer that the WP X Funds purchased in multiple transactions in the open market: 115,795 by WP X and 3,705 by WP X Partners.
( 3 )Represents the number of shares of Common Stock of the Issuer that the WP X Funds purchased in multiple transactions in the open market: 1,356,600 by WP X and 43,400 by WP X Partners.
( 4 )Represents shares of Common Stock of the Issuer held by the following entities: 37,434,741 by WP X, 1,197,603 by WP X Partners and 12,575,112 by WP Expedition Co-Invest L.P., a Delaware limited partnership ("WP Co-Invest").
( 5 )Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of 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 )Justin L. Sadrian, 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. Sadrian 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. Sadrian disclaims beneficial ownership of such securities, except to the extent of any direct pecuniary interest therein. Mr. Sadrian does not directly own any shares of Common Stock of the Issuer.

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