SEC Form 4 · accession 0000899243-19-005980

GoDaddy Inc. · GDDY

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

Reporting owner

Greg Mondre

Director

Period of report

Feb 28, 2019

Accepted (ET)

Mar 4, 2019 · 9:02 pm EST

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 Stock^F1,F3,F4,F5	Feb 28, 2019	C	2,892,378	—	A	2,892,378	I	Held through SLP GD Investors, L.L.C.
Class A Common Stock^F2,F3,F4,F5	Feb 28, 2019	S	2,892,378	$75.40	D	0	I	Held through SLP GD Investors, L.L.C.
Class A Common Stock^F2,F4,F5,F6	Feb 28, 2019	S	2,277,330	$75.40	D	89,000	I	Held through SLP III Kingdom Feeder I, L.P.
Class A Common Stock^F7,F4,F5,F6	Feb 28, 2019	J	89,000	—	D	0	I	Held through SLP III Kingdom Feeder I, L.P.
Class A Common Stock	Mar 5, 2018	G	21,112	$0.00	D	0	D
Class A Common Stock	May 23, 2018	G	9,897	$0.00	D	0	D
Class A Common Stock	Feb 28, 2019	G	26,928	$0.00	D	0	D

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, LLC^F1,F3,F4,F5	—	Feb 28, 2019	C	2,892,378	D	—	—	Class A Common Stock	2,892,378	0	I

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 (each, a "Share') 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 in an underwritten public offering is $75.40.
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").
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 SLP III Kingdom Feeder I, L.P. ("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. 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, Mr. Mondre is the beneficial owner of any securities reported herein, and Mr. Mondre 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.
F7Represents distributions by Feeder I and certain of its affiliates of Shares to certain members of Silver Lake Group, L.L.C. or its affiliates as in-kind distributions. The receipt of Shares by each entity was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F8Represents charitable donations of shares of Class A Common Stock immediately following the receipt by the reporting person of such Shares in connection with the distributions of Issuer securities reported above and previously reported on separate Forms 4 filed on March 7, 2018 and May 25, 2018. The receipt of such Shares by the reporting person was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.