Web.com (WEB) Form 4 WEB.COM / Roseann Duran ownership change

SEC Form 4

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

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X

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^*

Duran Roseann

(Last) (First) (Middle)

12808 GRAN BAY PARKWAY WEST

(Street)

JACKSONVILLE FL 32258

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WEB.COM GROUP, INC. [ WEB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief People Officer, EVP

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock	10/11/2018		D		36,939	D(1)	$28	39,694	I	By Trust
Common Stock	10/11/2018		D		36,875	D(1)	$28	0	D
Common Stock	10/11/2018		A		30,000(2)	A	$0	30,000	D
Common Stock	10/11/2018		D		30,000	D(3)	$28	0	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
Stock Option (Right to Buy)	$9.97	10/11/2018		D			3,905	(4)	02/02/2021	Common Stock	3,905	$18.03(5)	0	D
Stock Option (Right to Buy)	$13.29	10/11/2018		D			30,000	(4)	02/08/2022	Common Stock	30,000	$14.71(5)	0	D
Stock Option (Right to Buy)	$15.96	10/11/2018		D			24,000	(4)	01/30/2023	Common Stock	24,000	$12.04(5)	0	D

Explanation of Responses:

1. Pursuant to a merger agreement between Issuer and Parker Private Holdings II, LLC., and Parker Private Merger Sub, Inc., all common stock was cancelled in exchange for a cash payment of $28.00 per share, on October 11, 2018.

2. Pursuant to a merger agreement between Issuer and Parker Private Holdings II, LLC., and Parker Private Merger Sub, Inc., these performance stock units became fully vested on October 11, 2018.

3. Pursuant to a merger agreement between Issuer and Parker Private Holdings, II, LLC., and Parker Private Merger Sub, Inc., these shares were cancelled in exchange for a cash payment of $28.00.

4. Fully vested.

5. This option was cancelled in the merger for a cash payment per share equal to the difference between the exercise price and $28, the merger consideration price.

Remarks:

	/s/ Roseann Duran	10/15/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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