Sec Form 4 Filing - Stern William C @ Ancestry.com Inc. - 2012-05-10

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 Stern William C 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) Gen. Counsel and Corp. Sec. (Last) (First) (Middle) 360 WEST 4800 NORTH 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2012 (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, par value $.001 05/10/2012 M 5,000 A $ 8.54 5,000 D Common Stock, par value $.001 05/10/2012 S 5,000 ( 1 ) D $ 26.02 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) $ 8.54 05/10/2012 M 5,000 ( 2 ) 07/20/2019 Common Stock, $0.001 par value 5,000 $ 0 135,000 D Common Stock Option (right to buy) $ 23.35 ( 3 ) 03/01/2022 Common Stock, $0.001 par value 120,000 120,000 D Restricted Stock Units $ 0 ( 4 ) ( 4 ) ( 4 ) Common Stock, $0.001 par value 60,000 60,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stern William C 360 WEST 4800 NORTH PROVO, UT84604 Gen. Counsel and Corp. Sec. Signatures /s/ Christopher Brookhart, Attorney-in-Fact for William Stern 05/11/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 sales plan adopted by Mr. Stern on February 22, 2012. ( 2 )Option granted on July 20, 2009. The option, originally representing a right to purchase 200,000 shares, vests over four years with 1/4 of the total number of shares subject to the option having vested on July 9, 2010 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 120,000 shares, vests with respect to 1/48 of the total number of shares subject to the option on June 1, 2013, and 1/48 of the total number of shares subject to the option on the first day of every month thereafter. ( 4 )On March 1, 2012, the reporting person received 60,000 restricted stock units, vesting 1/16 on June 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.

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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