Nima Kelly Form 4 GoDaddy / Nima Kelly 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^*

Kelly Nima

(Last) (First) (Middle)

C/O GODADDY INC.

14455 N. HAYDEN ROAD

(Street)

SCOTTSDALE AZ 85260

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2019

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
Class A Common Stock, par value $0.001 per share	02/25/2019		A		29,354(1)	A	$0	124,518	D
Class A Common Stock, par value $0.001 per share	02/25/2019		A		7,180(2)	A	$0	131,698	D
Class A Common Stock, par value $0.001 per share	02/26/2019		S		10,856(3)	D	$75.1385	120,842	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)	$75.35	02/25/2019		A		20,425		(4)	02/25/2029	Class A Common Stock, par value $0.001 per share	20,425	$0	20,425	D

Explanation of Responses:

1. Represents Restricted Stock Units (RSUs), which vested on February 25, 2019. Upon vesting of these RSUs, the Reporting Person received shares of Class A Common Stock of the Company.

2. Represents RSUs, of which 25% shall vest on March 1, 2020 and the remaining RSUs shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuing to be a Service Provider for the Company. Upon vesting of these RSUs, the Reporting Person will receive shares of Class A Common Stock of the Company.

3. Represents shares of Class A Common Stock of the Company sold to satisfy the Reporting Person's tax withholding obligations.

4. 25% of the shares underlying the option shall vest on February 25, 2020 and the remaining shares shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuing to be a Service Provider for the Company.

Remarks:

	Marc Padwe, Attorney-in-Fact	02/27/2019
	** 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.