SEC Form 4 · accession 0000899243-17-013012
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
May 10, 2017
Accepted (ET)
May 12, 2017 · 6:56 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 StockF1,F4 | May 10, 2017 | C | 8,015,760 | — | A | 8,015,760 | I | By: YAM Special Holdings Inc. |
| Class A Common StockF2,F4 | May 10, 2017 | S | 8,015,760 | $37.4413 | 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 LLCF1,F4 | — | May 10, 2017 | C | 8,015,760 | D | — | — | Class A Common Stock | 8,015,760 | 23,840,255 | I |
| Units of Desert Newco LLCF3,F4,F1 | — | May 10, 2017 | S | 2,131,975 | D | — | — | Class A Common Stock | 2,131,975 | 21,708,280 | 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.
- F2This 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.
- F3Following the completion of the public offering reported on Table I and the preceding line of Table II, 2,131,975 Units of Desert Newco LLC were repurchased by Desert Newco LLC at a price per unit of $37.44125, the same per share price in the secondary public offering, net of the underwriting discount, and an equal number of shares of Class B Common Stock of the Issuer were retired by the Issuer.
- F4Robert R. Parsons is the trustee of the Robert Ralph Trust, dated 12/2/2011, 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 12/2/2011, may be deemed to be beneficial owner of securities that are owned by YAM.