8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2011 (May 5, 2011)

ANCESTRY.COM INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34518	26-1235962
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

360 West 4800 North, Provo, UT	84604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (801) 705-7000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On May 5, 2011, Ancestry.com Inc. (the “Registrant”) filed a preliminary prospectus relating to a secondary offering of its common stock. The Registrant expects to incur professional fees and costs of approximately $1 million in connection with this offering, which the Registrant will pay out of cash on hand and which will negatively affect the Registrant’s adjusted EBITDA for the quarter ending June 30, 2011.

On May 5, 2011, the Registrant issued the press release included as Exhibit 99.1 to this report. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this item 7.01. The information under this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.

Item 9.01

(d)

Exhibit		Description
	99.1	Press Release issued by the Registrant on May 5, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANCESTRY.COM INC. (Registrant)
Date: May 6, 2011	By:	/s/ William C. Stern
		William C. Stern
		General Counsel

INDEX OF EXHIBITS

Exhibit		Description
	99.1	Press Release issued by the Registrant on May 5, 2011

EX-99.1

Exhibit 99.1

Ancestry.com Announces Proposed Secondary Offering by Stockholders and
$25 Million Repurchase of Common Stock

PROVO, UTAH — May 5, 2011 — Ancestry.com Inc. (NASDAQ: ACOM), the world’s largest online family history resource, today announced the intention of certain stockholders, subject to market and other conditions, to offer and sell up to 3,750,000 shares of Ancestry.com common stock in an underwritten public offering. The selling stockholders expect to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the public offering to cover over-allotments, if any. Ancestry.com is not selling any shares of common stock in the offering and will receive no proceeds from the sale. The secondary offering will not result in dilution of shares currently outstanding. Ancestry.com expects to incur non-recurring professional fees and costs of approximately $1 million in connection with this offering, which will negatively affect the company’s adjusted EBITDA for the quarter ending June 30, 2011 and the full year ending December 31, 2011.

In addition, Ancestry.com announced its intention to repurchase approximately $25 million worth of its common stock, under its previously announced $125 million stock repurchase program, directly from the selling stockholders, which include its chief executive officer and affiliates of Spectrum Equity Investors V, L.P. The stock repurchase will be effected in a private, non-underwritten transaction at a price per share equal to the net proceeds per share that the selling stockholders receive in the offering described above. Ancestry.com expects to use cash on hand and borrowings under its revolving credit facility to fund the repurchase of such shares.

Morgan Stanley and BofA Merrill Lynch are the joint bookrunners for the offering. Allen & Company LLC, Citi and Piper Jaffray are acting as co-managers.

Ancestry.com has filed a registration statement (including a prospectus), Registration No. 333-173953, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from: Morgan Stanley & Co. Incorporated, Prospectus Department, at 180 Varick Street, 2nd Floor, New York, NY 10014, and by phone at (866) 718-1649 or by emailing prospectus@morganstanley.com; or BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attention: Prospectus Department or by emailing dg.prospectus_requests@baml.com and by phone at 866-500-5408.

Forward-looking Statements

This press release contains forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated in these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “appears,” “may,” “designed,” “expect,” “intend,” “focus,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “should,” “continue” or “work” or the negative of these terms or other comparable terminology. These statements include statements regarding the proposed offering, results of operations and the repurchase of shares. These forward-looking statements are based on information available to us as of the date of this press release. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. In particular, such risks and uncertainties include market conditions. Information concerning these and other factors that could cause results to differ materially from those contained in the forward-looking statements is contained under the caption “Risk Factors” in the prospectus supplement related to the offering, and in discussions in other of our SEC filings.

These forward-looking statements should not be relied upon as representing our views as of any subsequent date and we assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.

For more information:

Investors:	Media:
Ancestry.com Inc.	Ancestry.com Inc.
Ryan Ostler	Heather Erickson
(801) 705-7942	(801) 705-7104
rostler@ancestry.com	herickson@ancestry.com