Sec Form 4 Filing - Carroll James M. @ GoDaddy Inc. - 2019-02-25

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
Carroll James M.
2. Issuer Name and Ticker or Trading Symbol
GoDaddy Inc. [ GDDY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP - Global Platform Develop
(Last) (First) (Middle)
C/O GODADDY INC., 14455 N. HAYDEN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2019
(Street)
SCOTTSDALE, AZ85260
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
Class A Common Stock, par value $0.001 per share 02/25/2019 A 20,578 ( 1 ) A $ 0 35,394 ( 2 ) D
Class A Common Stock, par value $0.001 per share 02/25/2019 A 11,966 ( 3 ) A $ 0 47,360 D
Class A Common Stock, par value $0.001 per share 02/25/2019 A 35,900 ( 4 ) A $ 0 83,260 D
Class A Common Stock, par value $0.001 per share 02/26/2019 S 6,839 ( 5 ) D $ 75.1385 76,421 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 Reporte d 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
Employee Stock Option (right to buy) $ 75.35 02/25/2019 A 34,042 ( 6 ) 02/25/2029 Class A Common Stock, par value $0.001 per share 34,042 $ 0 34,042 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carroll James M.
C/O GODADDY INC.
14455 N. HAYDEN ROAD
SCOTTSDALE, AZ85260
EVP - Global Platform Develop
Signatures
Marc Padwe, Attorney-in-Fact 02/27/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Restricted Stock Units (RSUs), which vested on February 25, 2019. Upon vesting of these RSUs, the Reporting Person received shares of Class A Common Stock of the Company.
( 2 )Includes 511 shares acquired by the Reporting Person under the Issuer's 2015 Employee Stock Purchase Plan on May 15, 2018.
( 3 )Represents RSUs, of which 25% shall vest on March 1, 2020 and the remaining RSUs shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuing to be a Service Provider for the Company. Upon vesting of these RSUs, the Reporting Person will receive shares of Class A Common Stock of the Company.
( 4 )Represents RSUs, of which 50% shall vest on March 1, 2020 and the remaining 50% shall vest on March 1, 2021, subject to the Reporting Person's continuing to be a Service Provider for the Company. Upon vesting of these RSUs, the Reporting Person will receive shares of Class A Common Stock of the Company.
( 5 )Represents shares of Class A Common Stock of the Company sold to satisfy the Reporting Person's tax withholding obligations.
( 6 )25% of the shares underlying the option shall vest on February 25, 2020 and the remaining shares shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuing to be a Service Provider for the Company.

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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