SEC Form 4 · accession 0000899243-18-022850
GoDaddy Inc. · GDDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
KKR Partners III, L.P.
10% Owner
KKR III GP LLC
10% Owner
KKR Associates 2006 LP
10% Owner
KKR 2006 GP LLC
10% Owner
OPERF Co-Investment LLC
10% Owner
Period of report
Aug 17, 2018
Accepted (ET)
Aug 20, 2018 · 8:59 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,F3,F8,F9,F10 | Aug 17, 2018 | S | 1,121,141 | $75.61 | D | 1,106,336 | I | See Footnotes |
| Class A Common StockF1,F4,F8,F9,F10 | Aug 17, 2018 | S | 544,323 | $75.61 | D | 457,523 | I | See Footnotes |
| Class A Common StockF2,F5,F8,F9,F10 | Aug 17, 2018 | C | 1,617,609 | — | A | 1,991,756 | I | See Footnotes |
| Class A Common StockF1,F5,F8,F9,F10 | Aug 17, 2018 | S | 1,617,609 | $75.61 | D | 374,147 | I | See Footnotes |
| Class A Common StockF2,F6,F10 | Aug 17, 2018 | C | 178,047 | — | A | 214,911 | I | See Footnotes |
| Class A Common StockF1,F6,F10 | Aug 17, 2018 | S | 178,047 | $75.61 | D | 36,864 | I | See Footnotes |
| Class A Common StockF2,F7,F9,F10 | Aug 17, 2018 | C | 38,880 | — | A | 46,930 | I | See Footnotes |
| Class A Common StockF1,F7,F9,F10 | Aug 17, 2018 | S | 38,880 | $75.61 | D | 8,050 | I | See Footnotes |
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, LLCF2,F5,F8,F9,F10,F11 | — | Aug 17, 2018 | C | 1,617,609 | D | — | — | Class A Common Stock | 1,617,609 | 1,222,099 | I |
| Units of Desert Newco, LLCF2,F6,F10,F11 | — | Aug 17, 2018 | C | 178,047 | D | — | — | Class A Common Stock | 178,047 | 134,515 | I |
| Units of Desert Newco, LLCF2,F7,F9,F10,F11 | — | Aug 17, 2018 | C | 38,880 | D | — | — | Class A Common Stock | 38,880 | 29,374 | I |
Explanation of responses
- F1This amount represents the $75.75 secondary public offering price per share of Class A Common Stock of GoDaddy Inc. (the "Issuer") less the underwriting discount of $0.14 per share for shares sold pursuant to an underwritten public offering.
- F10Each 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.
- F11Pursuant to an exchange agreement, Units of Desert Newco, LLC are exchangeable on a one-on-one basis for shares of Class A Common Stock at the discretion of the holder. The exchange rights under this exchange agreement do not expire.
- F2Pursuant 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 the Issuer, were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer.
- F3Shares of the Issuer are held by KKR 2006 GDG Blocker L.P. ("KKR 2006 GDG").
- F4Shares of the Issuer are held by GDG Co-Invest Blocker L.P. ("GDG Co-Invest"). GDG Co-Invest GP LLC is the general partner of GDG Co-Invest.
- F5Securities are held by KKR 2006 Fund (GDG) L.P. ("KKR 2006 Fund"). KKR Associates 2006 AIV L.P. ("KKR Associates 2006") is the general partner of KKR 2006 Fund.
- F6Securities are held by KKR Partners III, L.P. ("KKR Partners III"). KKR III GP LLC is the general partner of KKR Partners III. Messrs. Henry R. Kravis and George R. Roberts are the managers of KKR III GP LLC.
- F7Securities are held by OPERF Co-Investment LLC ("OPERF"). KKR Associates 2006 L.P. is the manager of OPERF. KKR 2006 GP LLC is the general partner of KKR Associates 2006 L.P. KKR Fund Holdings L.P. is the designated member of KKR 2006 GP LLC. KKR Fund Holdings GP Limited is a general partner of KKR Funds Holdings L.P. KKR Group Holdings Corp. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P.
- F8KKR 2006 AIV GP LLC is the general partner of KKR 2006 GDG, the sole member of GDG Co-Invest GP LLC and the general partner of KKR Associates 2006. KKR Management Holdings L.P. is the designated member of KKR 2006 AIV GP LLC. KKR Management Holdings Corp. is the general partner of KKR Management Holdings L.P. KKR Group Holdings Corp. is the sole shareholder of KKR Management Holdings Corp.
- F9KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the controlling shareholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
Remarks
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, GDG Co-Invest Blocker L.P., GDG Invest GP LLC, KKR 2006 Fund (GDG) L.P., KKR Associates 2006 AIV L.P., KKR 2006 GDG Blocker L.P., KKR 2006 AIV GP LLC, KKR Management Holdings Corp., KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings Corp., KKR & Co. Inc., KKR Management LLC and Messrs. Henry R. Kravis and George R. Roberts have filed a separate Form 4.