FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/31/2016 |
3. Issuer Name and Ticker or Trading Symbol
GoDaddy Inc. [ GDDY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class B Common Stock, par value $0.001 per share | 66,320(1) | D | |
Class A Common Stock, par value $0.001 per share | 1,250(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Units of Desert Newco, LLC | (3) | (3) | Class A Common Stock, par value $0.001 per share | 35,441 | $2.54 | D | |
Units of Desert Newco, LLC | (3) | (3) | Class A Common Stock, par value $0.001 per share | 2,879 | $2.1747 | D | |
Units of Desert Newco, LLC | (3) | (3) | Class A Common Stock, par value $0.001 per share | 25,000 | $7.5623 | D | |
Units of Desert Newco, LLC | (3) | (3) | Class A Common Stock, par value $0.001 per share | 3,000 | $10.6823 | D | |
Employee Stock Option (right to buy) | (4) | 08/31/2021 | Class A Common Stock, par value $0.001 per share | 44,185 | $2.1747 | D | |
Employee Stock Option (right to buy) | (5) | 08/14/2022 | Class A Common Stock, par value $0.001 per share | 60,000 | $7.5623 | D | |
Employee Stock Option (right to buy) | 02/04/2015(6) | 08/14/2022 | Class A Common Stock, par value $0.001 per share | 10,000 | $7.5623 | D | |
Employee Stock Option (right to buy) | 03/03/2016(7) | 08/14/2022 | Class A Common Stock, par value $0.001 per share | 10,000 | $7.5623 | D | |
Employee Stock Option (right to buy) | (8) | 09/24/2023 | Class A Common Stock, par value $0.001 per share | 22,500 | $10.6823 | D | |
Employee Stock Option (right to buy) | 02/04/2015(6) | 09/24/2023 | Class A Common Stock, par value $0.001 per share | 3,000 | $10.6823 | D | |
Employee Stock Option (right to buy) | 03/03/2016(7) | 09/24/2023 | Class A Common Stock, par value $0.001 per share | 3,000 | $10.6823 | D | |
Employee Stock Option (right to buy) | (9) | 09/17/2024 | Class A Common Stock, par value $0.001 per share | 22,500 | $18 | D | |
Employee Stock Option (right to buy) | 02/04/2015(6) | 09/17/2024 | Class A Common Stock, par value $0.001 per share | 3,000 | $18 | D | |
Employee Stock Option (right to buy) | 03/03/2016(7) | 09/17/2024 | Class A Common Stock, par value $0.001 per share | 3,000 | $18 | D | |
Employee Stock Option (right to buy) | (10) | 02/23/2025 | Class A Common Stock, par value $0.001 per share | 27,000 | $19.5 | D | |
Employee Stock Option (right to buy) | 03/03/2016(7) | 02/23/2025 | Class A Common Stock, par value $0.001 per share | 4,500 | $19.5 | D | |
Employee Stock Option (right to buy) | (11) | 03/09/2026 | Class A Common Stock, par value $0.001 per share | 102,864 | $31.28 | D |
Explanation of Responses: |
1. On March 31, 2015, each holder of a unit of Desert Newco, LLC received a number of shares of Class B Common Stock of GoDaddy Inc. Inc. (the "Company") equal to the number of units held by such person. Shares of Class B Common Stock do not have economic rights. |
2. Represents shares acquired by the Reporting Person under the Issuer's 2015 Employee Stock Purchase Plan on November 16, 2015. |
3. Represents units of Desert Newco, LLC purchased on July 8, 2014. Following the closing of the Company's IPO, pursuant to the terms of and subject to the limitations and restrictions set forth in an exchange agreement, units of Desert Newco, LLC are exchangeable for shares of Class A Common Stock on a one-for-one basis. Upon any such exchange for Class A Common Stock, the corresponding shares of Class B Common Stock then owned by such holder will be cancelled. |
4. 37,416 of the shares underlying the first of these two options were granted on July 17, 2012. In connection with a May 2014 distribution to each holder of a unit of Desert Newco, LLC, the Reporting Person received an additional grant of 6,769 options on the same terms as the July 17, 2012 grant in accordance with a pre-existing contractual antidilution provision contained in Desert Newco, LLC's unit incentive plan. 100% of the shares underlying these options vested as of June 17, 2015. |
5. 20% of the shares underlying the option vested on each of July 17, 2013, 2014 and 2015. The remaining shares shall vest in 2 equal annual installments thereafter. |
6. 100% of the shares underlying the option vested on February 4, 2015. |
7. 100% of the shares underlying the option vested on March 3, 2016. |
8. 20% of the shares underlying the option vested on each of July 17, 2014 and 2015. The remaining shares shall vest in 3 equal annual installments thereafter. |
9. 20% of the shares underlying the option vested on July 17, 2015. The remaining shares shall vest in 4 equal annual installments thereafter. |
10. 25% of the shares underlying the option vested on February 23, 2016. The remaining shares shall vest in 3 equal annual installments thereafter. |
11. 25% of the shares underlying the option shall vest on the one-year anniversary of the grant date and the remaining shares shall vest in equal quarterly installments thereafter. |
Remarks: |
Exhibit 24.1 - Power of Attorney |
Marc Padwe, Attorney-in-Fact | 06/07/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |