Sec Form 4 Filing - KIMBALL RICK @ GoDaddy Inc. - 2017-05-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
KIMBALL RICK
2. Issuer Name and Ticker or Trading Symbol
GoDaddy Inc. [ GDDY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
May be part of a 13(g) group
(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2017
(Street)
PALO ALTO, CA94301
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 05/10/2017 C( 1 ) 2,040,528 A 2,040,528 I TCV VII, L.P. ( 2 )
Class A Common Stock 05/10/2017 S 2,040,528 D $ 37.4413 ( 3 ) 0 I TCV VII, L.P. ( 2 )
Class A Common Stock 05/10/2017 S 1,551,300 D $ 37.4413 ( 3 ) 3,297,707 I TCV VII (A), L.P. ( 4 )
Class A Common Stock 05/10/2017 C( 1 ) 17,683 A 17,683 I TCV Member Fund, L.P. ( 5 )
Class A Common Stock 05/10/2017 S 17,683 D $ 37.4413 ( 3 ) 0 I TCV Member Fund, L.P. ( 5 )
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 ( 6 ) 05/10/2017 C( 1 ) 2,040,528 ( 6 ) ( 6 ) Class A Common Stock 2,040,528 $ 0 7,296,632 I TCV VII, L.P. ( 2 )
Units of Desert Newco, LLC ( 6 ) 05/10/2017 C( 1 ) 17,683 ( 6 ) ( 6 ) Class A Common Stock 17,683 $ 0 63,230 I TCV Member Fund, L.P. ( 5 )
Units of Desert Newco, LLC ( 1 ) 05/10/2017 S( 7 ) 946,626 ( 1 ) ( 1 ) Class A Common Stock 946,626 $ 37.4413 6,350,006 I TCV VII, L.P. ( 2 )
Units of Desert Newco, LLC ( 1 ) 05/10/2017 S( 7 ) 8,203 ( 1 ) ( 1 ) Class A Common Stock 8,203 $ 37.4413 55,027 I TCV Member Fund, L.P. ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X X May be part of a 13(g) group
TCV Member Fund, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(g) group
Technology Crossover Management VII, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(g) group
Technology Crossover Management VII, Ltd.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(g) group
Signatures
Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 05/12/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P. 05/12/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, L.P. 05/12/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, Ltd. 05/12/2017
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"), were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer.
( 2 )These securities are directly held by TCV VII, L.P. Richard H. Kimball, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., John L. Drew, Robert W. Trudeau, Timothy P. McAdam, John C. Rosenberg and David L. Yuan (collectively, the "TCM VII Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 3 )This amount represents the $38.50 secondary public offering price per share of Class A Common Stock of the Issuer less the underwriting discount of $1.05875 per share.
( 4 )These securities are directly held by TCV VII (A), L.P. The TCM VII Directors are Class A Directors of Management V II and limited partners of TCM VII. Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 5 )These securities are directly held by TCV Member Fund, L.P. ("TCV MF"). The TCM VII Directors are Class A Directors of Management VII, which is a general partner of TCV MF, and limited partners of TCV MF. The TCM VII Directors and Management VII may be deemed to beneficially own the securities held by TCV MF, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 6 )Pursuant to an exchange agreement, Units of Desert Newco, LLC are exchangeable on a one-on-one basis for shares of Class A Common Stock at the discretion of the holder. The exchange rights under this exchange agreement do not expire.
( 7 )Represents a purchase of limited liability company units of Desert Newco, LLC, by the Issuer at $38.50 per share, the public offering price per share of Class A Common Stock, less an amount equal to the underwriting discount of $1.05875 per share. In connection with the purchase, an equivalent number of shares of Class B Common Stock of the Issuer were cancelled.

Remarks:
This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Jay C. Hoag, Christopher P. Marshall, Timothy P. McAdam, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, John C. Rosenberg, David L. Yuan, TCV VII, L.P. and TCV VII (A), L.P. on May 12, 2017 and relates to the same transactions.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.