Robel Charles J Form 3 GoDaddy / CHARLES J ROBEL ownership change

SEC Form 3

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^*

ROBEL CHARLES J

(Last) (First) (Middle)

C/O GODADDY INC.

14455 N. HAYDEN ROAD

(Street)

SCOTTSDALE AZ 85260

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2015

3. Issuer Name and Ticker or Trading Symbol
GoDaddy Inc. [ GDDY ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
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	26,667(1)	D
Class B Common Stock, par value $0.001 per share	4,480(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)(5)	(3)(5)	Class A Common Stock	26,667	(3)(5)	D
Units of Desert Newco, LLC	(4)(5)	(4)(5)	Class A Common Stock	4,480	(4)(5)	D
Employee Stock Option (right to buy)	(6)	08/19/2028	Class A Common Stock	43,627	2.5	D
Employee Stock Option (right to buy)	(7)	12/16/2021	Class A Common Stock	30,000	7.4023	D

Explanation of Responses:

1. On March 4, 2015, Mr. Robel received 8,889 units of Desert Newco, LLC upon the vesting of restricted stock units ("RSUs"). 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. (the "Company") equal to the number of units held by such person. Mr. Robel also has 17,778 unvested RSUs that vest in 2 equal annual installments starting on March 4, 2016, subject to continued service on the Company's board of directors. Upon vesting of these RSUs, Mr. Robel will receive units of Desert Newco, LLC, along with an equal amount of shares of Class B Common Stock of the Company. Shares of Class B Common Stock do not have economic rights.

2. On March 4, 2015, Mr. Robel received 1,493 units of Desert Newco, LLC upon the vesting of RSUs. On March 31, 2015, each holder of a unit of Desert Newco, LLC received a number of shares of Class B Common Stock of the Company equal to the number of units held by such person. Mr. Robel also has 2,987 unvested RSUs that vest in 2 equal annual installments starting on March 4, 2016, subject to continued service on the Company's board of directors. Upon vesting of these RSUs, Mr. Robel will receive units of Desert Newco, LLC, along with an equal amount of shares of Class B Common Stock of the Company. Shares of Class B Common Stock do not have economic rights.

3. Represents RSUs, 8,889 of which vested on March 4, 2015 and the remaining shares shall vest in 2 equal annual installments thereafter, subject to continued service on the Company's board of directors.

4. Represents RSUs, 1,494 of which vested on March 4, 2015 and the remaining shares shall vest in 2 equal annual installments thereafter, subject to continued service on the Company's board of directors.

5. 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.

6. 100% of the shares underlying the option vested on December 16, 2011.

7. 100% of the shares underlying the option vested on March 4, 2014.

Remarks:

Exhibit 24.1 - Power of Attorney

	Jessica Hately, Attorney-in-Fact	04/01/2015
	** Signature of Reporting Person	Date
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