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Sec Form 4 Filing - Silver Lake Group L.L.C. @ GoDaddy Inc. - 2017-09-08

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Silver Lake Group, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
GoDaddy Inc. [ GDDY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
09/08/2017
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 09/08/2017 C( 1 ) 3,195,198 A 3,195,198 I Held through SLP GD Investors, L.L.C. ( 3 ) ( 4 ) ( 5 ) ( 7 )
Class A Common Stock 09/08/2017 S 3,195,198 D $ 43.71 ( 2 ) 0 I Held through SLP GD Investors, L.L.C. ( 3 ) ( 4 ) ( 5 ) ( 7 )
Class A Common Stock 09/08/2017 S 2,578,074 D $ 43.71 ( 2 ) 7,176,739 I Held through SLP III Kingdom Feeder I, L.P. ( 4 ) ( 5 ) ( 6 ) ( 7 )
Class A Common Stock 09/08/2017 J( 8 ) 36,000 D 7,140,739 I Held through SLP III Kingdom Feeder I, L.P. ( 4 ) ( 5 ) ( 6 ) ( 7 )
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
Units of Desert Newco, LLC ( 1 ) ( 1 ) 09/08/2017 C( 1 ) 3,195,198 ( 1 ) ( 1 ) Class A Common Stock 3,195,198 $ 0 8,728,169 I Held through SLP GD Investors, L.L.C. ( 3 ) ( 4 ) ( 5 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLTA III (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Technology Associates III, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLP III Kingdom Feeder I, L.P.
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Partners III DE (AIV IV), L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLP GD Investors, L.L.C.
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Mondre Greg
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Signatures
By: /s/ Gregory K. Mondre, Managing Director of Silver Lake Group, L.L.C. (9) 09/11/2017
** Signature of Reporting Person Date
By: /s/ Gregory K. Mondre, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. (9) 09/11/2017
** Signature of Reporting Person Date
By: /s/ Gregory K. Mondre, Managing Director of Silver Lake Group L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P. (9) 09/11/2017
** Signature of Reporting Person Date
By: /s/ Gregory K. Mondre, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of SLP III Kingdom Feeder I, L.P. (9) 09/11/2017
** Signature of Reporting Person Date
By:/s/ Gregory K. Mondre, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Partners III DE (AIV IV), L.P. (9) 09/11/2017
** Signature of Reporting Person Date
By: /s/ Gregory K. Mondre, President of SLP GD Investors, L.L.C. (9) 09/11/2017
** Signature of Reporting Person Date
By: /s/ Gregory K. Mondre (9) 09/11/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of an exchange agreement, "Units of Desert Newco, LLC", which represent limited liability company units of Desert Newco, LLC, and an equal number of shares of Class B Common Stock of GoDaddy Inc. (the "Issuer"), are exchangeable on a one-for-one basis for shares of Class A Common Stock of the Issuer at the discretion of the holder. The exchange rights under this exchange agreement do not expire.
( 2 )The proceeds per share, before expenses, to the selling stockholders of the secondary public offering is $43.71, equal to $44.00 per share, the public offering price per share of Class A Common Stock, less an amount equal to the underwriting discount of $0.29 per share.
( 3 )Silver Lake Group, L.L.C. is the managing member of SLTA III (GP), L.L.C., which is the general partner of Silver Lake Technology Associates III, L.P., which is the general partner of Silver Lake Partners III DE (AIV IV), L.P., which is the managing member of SLP GD Investors, L.L.C. ("SLP GD" and together with Silver Lake Group, L.L.C., SLTA III (GP), L.L.C., Silver Lake Technology Associates III, L.P., SLP III Kingdom Feeder I, L.P. ("Feeder I"), and Silver Lake Partners III DE (AIV IV), L.P., the "Reporting Persons").
( 4 )As the managing member of SLP GD, Silver Lake Partners III DE (AIV IV), L.P. may be deemed to beneficially own securities directly held by SLP GD. As the general partner of Feeder I and the general partner of the managing member of SLP GD, Silver Lake Technology Associates III, L.P. may be deemed to beneficially own securities directly held by each of Feeder I and SLP GD. As the general partner of Silver Lake Technology Associates III, L.P., SLTA III (GP), L.L.C., and its managing member, Silver Lake Group, L.L.C., may each be deemed to beneficially own securities directly held by each of Feeder I and SLP GD.
( 5 )Gregory K. Mondre, who serves as a director of the Issuer, also serves as a Managing Partner and Managing Director of Silver Lake Group, L.L.C and may be deemed to beneficially own any securities beneficially owned by Silver Lake Group, L.L.C. but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
( 6 )Silver Lake Group, L.L.C. is the managing member of SLTA III (GP), L.L.C., which is the general partner of Silver Lake Technology Associates III, L.P. which is the general partner of Feeder I.
( 7 )Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 8 )Represents a distribution by Feeder I of ordinary shares of the Issuer to Silver Lake Technology Associates III, L.P., which shares were then distributed to SLTA III (GP), L.L.C., which distributed the shares to Silver Lake Group, L.L.C., which distributed the shares to one of its members as an in-kind distribution. The receipt of shares by each entity was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

Remarks:
(9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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