SEC Form 4/A · accession 0001209191-15-010835
Endurance International Group Holdings, Inc. · EIGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
WARBURG PINCUS & CO.
Director · 10% Owner
Joseph P. Landy
10% Owner
Charles R Kaye
10% Owner
WP Expedition Co-Invest L.P.
10% Owner
Warburg Pincus Partners GP LLC
Director · 10% Owner
Warburg Pincus Partners, L.P.
Director · 10% Owner
Period of report
Nov 26, 2014
Accepted (ET)
Feb 9, 2015 · 4:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001237746
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0001 par value per share ("Common Stock")F1,F3,F4,F5,F6,F7,F8 | Nov 26, 2014 | S | 5,826,456 | $13.92 | D | 41,800,215 | D | |
| Common StockF2,F3,F5,F6,F7,F8 | Nov 26, 2014 | S | 2,086,059 | $13.92 | D | 14,965,827 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to an Underwriting Agreement, dated November 20, 2014 (the "Underwriting Agreement"), by and among Endurance International Group Holdings, Inc., a Delaware corporation (the "Issuer"), the Selling Stockholders named in Schedule II thereto and Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named in Schedule I thereto, 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"), each reporting on a separate Form 4 (see Remarks below), agreed to sell 5,645,836 and 180,620 shares of Common Stock, respectively, in a registered offering of the Issuer that closed on November 26, 2014 (the "Offering"). The material terms of the Offering are described in the final prospectus, dated November 21, 2014, filed by the Issuer with the U.S. Securities and Exchange Commission on November 21, 2014.
- F2Represents the number of shares of Common Stock of the Issuer that WP Expedition Co-Invest L.P., a Delaware limited partnership ("WP Co-Invest"), agreed to sell in the Offering pursuant to the Underwriting Agreement.
- F3Represents the $14.50 public offering price per share of Common Stock of the Issuer, less the underwriting discount of $0.58 per share of Common Stock in connection with the Offering.
- F4Represents shares of Common Stock of the Issuer held by the following entities: 40,504,409 by WP X and 1,295,806 by WP X Partners.
- F5Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X and WP X Partners (WP X Partners, together with WP X, 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. (Continued in Footnote 6)
- F6Warburg 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" and together with the WP X Funds, WP Co-Invest, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP, the "Warburg Pincus Entities"), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons."
- F7Each Warburg Pincus Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock. The WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.
- F8This Form 4 Amendment is being filed solely to correct a typographical error in footnote 5 of the original Form 4 filed on November 26, 2014.
Remarks
Due to the limitations on the number of Reporting Persons allowed on Form 4, each of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership, and their respective affiliates, who may each be deemed to be hold beneficial ownership in the shares of Common Stock, reports such beneficial ownership on a separate Form 4.