Silver Lake Group, L.L.C. Form 4 GoDaddy / Greg Mondre 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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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^*

Silver Lake Group, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2016

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

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

	Form filed by One Reporting Person
X	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
Class A Common Stock	04/12/2016		C(1)		2,307,964	A	$0.00(1)	2,307,964	I	Held through SLP GD Investors, L.L.C.(3)(4)(5)(9)
Class A Common Stock	04/12/2016		S		2,307,964	D	$29.2669(2)	0	I	Held through SLP GD Investors, L.L.C.(3)(4)(5)(9)
Class A Common Stock	04/12/2016		S		720,730	D	$29.2669(2)	0	I	Held through Silver Lake Partners III, L.P.(4)(5)(6)(9)
Class A Common Stock	04/12/2016		S		3,935	D	$29.2669(2)	0	I	Held through Silver Lake Technology Investors III, L.P.(4)(5)(7)(9)
Class A Common Stock	04/12/2016		S		1,888,204	D	$29.2669(2)	14,314,789	I	Held through SLP III Kingdom Feeder I, L.P.(4)(5)(8)(9)

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
Units of Desert Newco, LLC(1)	(1)	04/12/2016		C(1)			2,307,964	(1)	(1)	Class A Common Stock	2,307,964	$0.00	17,497,054	I	Held through SLP GD Investors, L.L.C.(3)(4)(5)(9)

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLTA III (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates III, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Partners III LP

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLP III Kingdom Feeder I, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Investors III, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Partners III DE (AIV IV), L.P.

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLP GD Investors, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mondre Greg

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the terms of an exchange agreement, "Units of Desert Newco, LLC", which represent limited liability company units of Desert Newco, LLC, and an equal number of shares of Class B Common Stock of GoDaddy Inc. (the "Issuer"), are exchangeable on a one-for-one basis for shares of Class A Common Stock of the Issuer at the discretion of the holder. The exchange rights under this exchange agreement do not expire.

2. The proceeds per share, before expenses, to the selling stockholders of the secondary public offering is $29.26688.

3. Silver Lake Group, L.L.C. is the managing member of SLTA III (GP), L.L.C., which is the general partner of Silver Lake Technology Associates III, L.P., which is the general partner of Silver Lake Partners III DE (AIV IV), L.P., which is the managing member of SLP GD Investors, L.L.C. ("SLP GD" and together with Silver Lake Group, L.L.C., SLTA III (GP), L.L.C., Silver Lake Technology Associates III, L.P., Silver Lake Partners III, L.P. ("Partners III"), Silver Lake Technology Investors III, L.P. ("Investors III"), SLP III Kingdom Feeder I, L.P. ("Feeder I"), and Silver Lake Partners III DE (AIV IV), L.P., the "Reporting Persons"), which directly holds Units of Desert Newco, LLC.

4. As the managing member of SLP GD, Silver Lake Partners III DE (AIV IV), L.P. may be deemed to share voting and dispositive power with respect to securities directly held by SLP GD. As the general partner of each of Partners III, Investors III and Feeder I and the general partner of the managing member of SLP GD, Silver Lake Technology Associates III, L.P. may be deemed to share voting and dispositive power with respect to securities directly held by each of Partners III, Investors III, Feeder I and SLP GD. As the general partner of Silver Lake Technology Associates III, L.P., SLTA III (GP), L.L.C., and its managing member, Silver Lake Group, L.L.C., may each be deemed to share voting and dispositive power with respect to securities directly held by each of Partners III, Investors III, Feeder I and SLP GD.

5. Gregory K. Mondre, who serves as a director of the Issuer, also serves as a Managing Partner and Managing Director of Silver Lake Group, L.L.C. and as a member of the investment committee of Silver Lake Technology Associates III, L.P. and may be deemed to share voting and dispositive power with respect to any securities beneficially owned by Silver Lake Group, L.L.C. but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

6. Silver Lake Group, L.L.C. is the managing member of SLTA III (GP), L.L.C., which is the general partner of Silver Lake Technology Associates III, L.P., which is the general partner of Partners III, which directly holds shares of Class A Common Stock of the Issuer.

7. Silver Lake Group, L.L.C. is the managing member of SLTA III (GP), L.L.C., which is the general partner of Silver Lake Technology Associates III, L.P., which is the general partner of Investors III, which directly holds shares of Class A Common Stock.

8. Silver Lake Group, L.L.C. is the managing member of SLTA III (GP), L.L.C., which is the general partner of Silver Lake Technology Associates III, L.P. which is the general partner of Feeder I, which directly holds shares of Class A Common Stock.

9. Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

(10) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	By: /s/ Gregory K. Mondre, Managing Director of Silver Lake Group, L.L.C. (10)	04/14/2016
	By: /s/ Gregory K. Mondre, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. (10)	04/14/2016
	By: /s/ Gregory K. Mondre, Managing Director of Silver Lake Group L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P. (10)	04/14/2016
	By: /s/ Gregory K. Mondre, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Partners III, L.P. (10)	04/14/2016
	By: /s/ Gregory K. Mondre, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of SLP III Kingdom Feeder I, L.P. (10)	04/14/2016
	By:/s/Gregory K. Mondre, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Technology Investors III, L.P. (10)	04/14/2016
	By:/s/Gregory K. Mondre, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Partners III DE (AIV IV), L.P. (10)	04/14/2016
	By: /s/ Gregory K. Mondre, President of SLP GD Investors, L.L.C. (10)	04/14/2016
	By: /s/ Gregory K. Mondre (10)	04/14/2016
	** Signature of Reporting Person	Date
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