SEC Form 4 · accession 0001197937-17-000003
GoDaddy Inc. · GDDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rick Kimball
Director
Period of report
Sep 8, 2017
Accepted (ET)
Sep 12, 2017 · 7:28 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,F2 | Sep 8, 2017 | C | 1,701,660 | — | A | 1,701,660 | I | TCV VII, L.P. |
| Class A Common StockF3,F2 | Sep 8, 2017 | S | 1,701,660 | $43.71 | D | 0 | I | TCV VII, L.P. |
| Class A Common StockF3,F4 | Sep 8, 2017 | S | 883,712 | $43.71 | D | 2,413,995 | I | TCV VII (A), L.P. |
| Class A Common StockF1,F5 | Sep 8, 2017 | C | 14,746 | — | A | 14,746 | I | TCV Member Fund, L.P. |
| Class A Common StockF3,F5 | Sep 8, 2017 | S | 14,746 | $43.71 | 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, LLCF2,F6 | — | Sep 8, 2017 | C | 1,701,660 | D | — | — | Class A Common Stock | 1,701,660 | 4,648,346 | I |
| Units of Desert Newco, LLCF5,F6 | — | Sep 8, 2017 | C | 14,746 | D | — | — | Class A Common Stock | 14,746 | 40,281 | 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 and eight other individuals (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. Richard H. Kimball may be deemed to beneficially own the securities held by TCV VII, L.P. but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F3The 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.
- 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. Richard H. Kimball may be deemed to beneficially own the securities held by TCV VII (A), L.P. but disclaims beneficial ownership of such securities except to the extent of his 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. Richard H. Kimball may be deemed to beneficially own the securities held by TCV MF but disclaims beneficial ownership of such securities except to the extent of his 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.