SEC Form 4 · accession 0001197937-17-000001

GoDaddy Inc. · GDDY

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

Reporting owners

Rick Kimball

Director · 10% Owner · Other

TCV Member Fund, L.P.

10% Owner · Other

Technology Crossover Management VII, Ltd.

10% Owner · Other

Technology Crossover Management VII, L.P.

10% Owner · Other

Period of report

May 10, 2017

Accepted (ET)

May 12, 2017 · 6:30 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 Stock^F1,F2	May 10, 2017	C	2,040,528	—	A	2,040,528	I	TCV VII, L.P.
Class A Common Stock^F3,F2	May 10, 2017	S	2,040,528	$37.4413	D	0	I	TCV VII, L.P.
Class A Common Stock^F3,F4	May 10, 2017	S	1,551,300	$37.4413	D	3,297,707	I	TCV VII (A), L.P.
Class A Common Stock^F1,F5	May 10, 2017	C	17,683	—	A	17,683	I	TCV Member Fund, L.P.
Class A Common Stock^F3,F5	May 10, 2017	S	17,683	$37.4413	D	0	I	TCV Member Fund, 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, LLC^F2,F6	—	May 10, 2017	C	2,040,528	D	—	—	Class A Common Stock	2,040,528	7,296,632	I
Units of Desert Newco, LLC^F5,F6	—	May 10, 2017	C	17,683	D	—	—	Class A Common Stock	17,683	63,230	I
Units of Desert Newco, LLC^F2,F1	—	May 10, 2017	S	946,626	D	—	—	Class A Common Stock	946,626	6,350,006	I
Units of Desert Newco, LLC^F5,F1	—	May 10, 2017	S	8,203	D	—	—	Class A Common Stock	8,203	55,027	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"), were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer.
F2These securities are directly held by TCV VII, L.P. Richard H. Kimball, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., John L. Drew, Robert W. Trudeau, Timothy P. McAdam, John C. Rosenberg and David L. Yuan (collectively, the "TCM VII Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
F3This 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.
F4These securities are directly held by TCV VII (A), L.P. The TCM VII Directors are Class A Directors of Management VII and limited partners of TCM VII. Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
F5These securities are directly held by TCV Member Fund, L.P. ("TCV MF"). The TCM VII Directors are Class A Directors of Management VII, which is a general partner of TCV MF, and limited partners of TCV MF. The TCM VII Directors and Management VII may be deemed to beneficially own the securities held by TCV MF, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
F6Pursuant 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.
F7Represents a purchase of limited liability company units of Desert Newco, LLC, by the Issuer at $38.50 per share, the public offering price per share of Class A Common Stock, less an amount equal to the underwriting discount of $1.05875 per share. In connection with the purchase, an equivalent number of shares of Class B Common Stock of the Issuer were cancelled.

Remarks

This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Jay C. Hoag, Christopher P. Marshall, Timothy P. McAdam, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, John C. Rosenberg, David L. Yuan, TCV VII, L.P. and TCV VII (A), L.P. on May 12, 2017 and relates to the same transactions.