| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
GoDaddy Inc. [ GDDY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2020 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, par value $0.001 per share | 06/02/2020 | X | 6,000 | A | $18.22 | 130,579(1) | D | |||
| Class A Common Stock, par value $0.001 per share | 06/02/2020 | M | 39,610 | A | $32.09 | 170,189 | D | |||
| Class A Common Stock, par value $0.001 per share | 06/02/2020 | X | 4,000 | A | $18.22 | 174,189 | D | |||
| Class A Common Stock, par value $0.001 per share | 06/02/2020 | M | 21,143 | A | $37.18 | 195,332 | D | |||
| Class A Common Stock, par value $0.001 per share | 06/02/2020 | S(2) | 70,753 | D | $80(3) | 124,579 | D | |||
| Class A Common Stock, par value $0.001 per share | 06/02/2020 | S | 1,773(4) | D | $79.7373 | 122,806 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $18.22 | 06/02/2020 | X | 6,000 | (5) | 12/10/2024 | Class A Common Stock, par value $0.001 per share | 6,000 | $0 | 6,000 | D | ||||
| Employee Stock Option (right to buy) | $32.09 | 06/02/2020 | M | 39,610 | (6) | 06/08/2026 | Class A Common Stock, par value $0.001 per share | 39,610 | $0 | 4,952 | D | ||||
| Employee Stock Option (right to buy) | $18.22 | 06/02/2020 | X | 4,000 | 02/25/2019(7) | 12/10/2024 | Class A Common Stock, par value $0.001 per share | 4,000 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $37.18 | 06/02/2020 | M | 21,143 | (8) | 02/27/2027 | Class A Common Stock, par value $0.001 per share | 21,143 | $0 | 10,572 | D | ||||
| Explanation of Responses: |
| 1. Includes 367 shares acquired by the Reporting Person under the Issuer's 2015 Employee Stock Purchase Plan on May 15, 2020. |
| 2. The shares were sold pursuant to a 10b5-1 trading plan. |
| 3. The sales price for this transaction represents the weighted average sales price of the shares sold, ranging from $80.00 to $80.045 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| 4. Represents shares of Class A Common Stock of the Issuer sold to satisfy the Reporting Person's tax withholding obligations. |
| 5. 20% of the shares underlying the option vested on each of December 10, 2015, 2016, 2017, 2018 and 2019. |
| 6. 74,269 of the shares underlying the option have vested as of June 2, 2020. The remaining 4,952 shares shall vest on June 8, 2020, subject to the Reporting Person continuing to be a Service Provider for the Issuer. |
| 7. 100% of the shares underlying the option vested on February 25, 2019. |
| 8. 34,358 of the shares underlying the option have vested as of June 2, 2020. The remaining 7,929 shares shall vest in three equal quarterly installments beginning on August 27, 2020, subject to the Reporting Person continuing to be a Service Provider for the Issuer. |
| Remarks: |
| Marc Padwe, Attorney-in-Fact | 06/03/2020 | |
| ** 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 4 (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. | ||