SEC Form 4 · accession 0000899243-17-021849

GoDaddy Inc. · GDDY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant 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"), 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.
• F2The proceeds per share, before expenses, to the selling stockholders of the secondary public offering is $43.71, equal to $44.00 per share, the public offering price per share of Class A Common Stock, less an amount equal to the underwriting discount of $0.29 per share.
• F3Silver Lake Group, L.L.C. is the managing member of SLTA III (GP), L.L.C., which is the general partner of Silver Lake Technology Associates III, L.P., which is the general partner of Silver Lake Partners III DE (AIV IV), L.P., which is the managing member of SLP GD Investors, L.L.C. ("SLP GD" and together with Silver Lake Group, L.L.C., SLTA III (GP), L.L.C., Silver Lake Technology Associates III, L.P., SLP III Kingdom Feeder I, L.P. ("Feeder I"), and Silver Lake Partners III DE (AIV IV), L.P., the "Reporting Persons").
• F4As the managing member of SLP GD, Silver Lake Partners III DE (AIV IV), L.P. may be deemed to beneficially own securities directly held by SLP GD. As the general partner of Feeder I and the general partner of the managing member of SLP GD, Silver Lake Technology Associates III, L.P. may be deemed to beneficially own securities directly held by each of Feeder I and SLP GD. As the general partner of Silver Lake Technology Associates III, L.P., SLTA III (GP), L.L.C., and its managing member, Silver Lake Group, L.L.C., may each be deemed to beneficially own securities directly held by each of Feeder I and SLP GD.
• F5Gregory K. Mondre, who serves as a director of the Issuer, also serves as a Managing Partner and Managing Director of Silver Lake Group, L.L.C and may be deemed to beneficially own any securities beneficially owned by Silver Lake Group, L.L.C. but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
• F6Silver Lake Group, L.L.C. is the managing member of SLTA III (GP), L.L.C., which is the general partner of Silver Lake Technology Associates III, L.P. which is the general partner of Feeder I.
• F7Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
• F8Represents a distribution by Feeder I of ordinary shares of the Issuer to Silver Lake Technology Associates III, L.P., which shares were then distributed to SLTA III (GP), L.L.C., which distributed the shares to Silver Lake Group, L.L.C., which distributed the shares to one of its members as an in-kind distribution. The receipt of shares by each entity was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

Remarks

(9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.