SEC Form 4 · accession 0001104659-16-111571
GoDaddy Inc. · GDDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Silver Lake Partners III LP
10% Owner
Silver Lake Group, L.L.C.
10% Owner
SLTA III (GP), L.L.C.
10% Owner
Greg Mondre
Director
SLP III Kingdom Feeder I, L.P.
10% Owner
SLP GD Investors, L.L.C.
10% Owner
Period of report
Apr 12, 2016
Accepted (ET)
Apr 14, 2016 · 9:37 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,F4,F5,F9 | Apr 12, 2016 | C | 2,307,964 | $0.00 | A | 2,307,964 | I | Held through SLP GD Investors, L.L.C. |
| Class A Common StockF2,F3,F4,F5,F9 | Apr 12, 2016 | S | 2,307,964 | $29.2669 | D | 0 | I | Held through SLP GD Investors, L.L.C. |
| Class A Common StockF2,F4,F5,F6,F9 | Apr 12, 2016 | S | 720,730 | $29.2669 | D | 0 | I | Held through Silver Lake Partners III, L.P. |
| Class A Common StockF2,F4,F5,F7,F9 | Apr 12, 2016 | S | 3,935 | $29.2669 | D | 0 | I | Held through Silver Lake Technology Investors III, L.P. |
| Class A Common StockF2,F4,F5,F8,F9 | Apr 12, 2016 | S | 1,888,204 | $29.2669 | D | 14,314,789 | I | Held through SLP III Kingdom Feeder I, L.P. |
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,F3,F4,F5,F9 | — | Apr 12, 2016 | C | 2,307,964 | D | — | — | Class A Common Stock | 2,307,964 | 17,497,054 | 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 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 $29.26688.
- 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., Silver Lake Partners III, L.P. ("Partners III"), Silver Lake Technology Investors III, L.P. ("Investors III"), SLP III Kingdom Feeder I, L.P. ("Feeder I"), and Silver Lake Partners III DE (AIV IV), L.P., the "Reporting Persons"), which directly holds Units of Desert Newco, LLC.
- F4As the managing member of SLP GD, Silver Lake Partners III DE (AIV IV), L.P. may be deemed to share voting and dispositive power with respect to securities directly held by SLP GD. As the general partner of each of Partners III, Investors III and Feeder I and the general partner of the managing member of SLP GD, Silver Lake Technology Associates III, L.P. may be deemed to share voting and dispositive power with respect to securities directly held by each of Partners III, Investors III, 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 share voting and dispositive power with respect to securities directly held by each of Partners III, Investors III, 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 as a member of the investment committee of Silver Lake Technology Associates III, L.P. and may be deemed to share voting and dispositive power with respect to 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 Partners III, which directly holds shares of Class A Common Stock of the Issuer.
- F7Silver 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 Investors III, which directly holds shares of Class A Common Stock.
- F8Silver 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, which directly holds shares of Class A Common Stock.
- F9Each 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.
Remarks
(10) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.