SEC Form 5 · accession 0000899243-17-007778
GoDaddy Inc. · GDDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
YAM Special Holdings, Inc.
10% Owner
Robert R Parsons
Director · 10% Owner
Robert Ralph Trust, dated 12/2/2011
10% Owner
Period of report
Dec 31, 2016
Accepted (ET)
Mar 16, 2017 · 5:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001609711
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3,F5 | Apr 12, 2016 | C | 4,201,996 | — | A | 0 | I | By: YAM Special Holdings Inc. |
| Class A Common StockF4,F3,F5 | Apr 12, 2016 | S | 725,670 | $29.2669 | D | 0 | I | By: YAM Special Holdings Inc. |
| Class A Common StockF4,F3,F5 | Apr 12, 2016 | S | 4,201,996 | $29.2669 | D | 0 | I | By: YAM Special Holdings Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units of Desert Newco LLCF5,F2 | — | Apr 12, 2016 | C | 4,201,996 | D | — | — | Class A Common Stock | 31,856,015 | 31,856,015 | I |
Explanation of responses
- F1Pursuant to the terms of an exchange agreement, "Units of Desert Newco, LLC", which represent limited liability company membership interest 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.
- F2Pursuant to an exchange agreement, Units of Desert Newco, LLC 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.
- F3No shares of Class A Common Stock of the Issuer owned at fiscal year-end, but 31,856,015 Units of Desert Newco, LLC and an equal number of shares Class B Common Stock of the Issuer owned at fiscal year-end that can be exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer.
- F4This amount represents the $30.25 secondary public offering price per share of Class A Common Stock of the Issuer less the underwriting discount of $0.98312 per share.
- F5Robert R. Parsons is the trustee of Robert Ralph Trust, dated 12/2/11, which owns and controls 100% of the shares of YAM Special Holdings, Inc. and is YAM's sole director and president. Accordingly, under applicable securities laws, Mr. Parsons and the Robert Ralph Trust, dated 12/2/11 may be deemed to be beneficial owner of securities that are owned by YAM.