Aldrich Steven Form 3 GoDaddy / Steven Aldrich 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^*

Aldrich Steven

(Last) (First) (Middle)

C/O GODADDY INC.

14455 N. HAYDEN RD.

(Street)

SCOTTSDALE AZ 85260

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/31/2016

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

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

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

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	66,320(1)	D
Class A Common Stock, par value $0.001 per share	1,250(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)	(3)	Class A Common Stock, par value $0.001 per share	35,441	2.54	D
Units of Desert Newco, LLC	(3)	(3)	Class A Common Stock, par value $0.001 per share	2,879	2.1747	D
Units of Desert Newco, LLC	(3)	(3)	Class A Common Stock, par value $0.001 per share	25,000	7.5623	D
Units of Desert Newco, LLC	(3)	(3)	Class A Common Stock, par value $0.001 per share	3,000	10.6823	D
Employee Stock Option (right to buy)	(4)	08/31/2021	Class A Common Stock, par value $0.001 per share	44,185	2.1747	D
Employee Stock Option (right to buy)	(5)	08/14/2022	Class A Common Stock, par value $0.001 per share	60,000	7.5623	D
Employee Stock Option (right to buy)	02/04/2015(6)	08/14/2022	Class A Common Stock, par value $0.001 per share	10,000	7.5623	D
Employee Stock Option (right to buy)	03/03/2016(7)	08/14/2022	Class A Common Stock, par value $0.001 per share	10,000	7.5623	D
Employee Stock Option (right to buy)	(8)	09/24/2023	Class A Common Stock, par value $0.001 per share	22,500	10.6823	D
Employee Stock Option (right to buy)	02/04/2015(6)	09/24/2023	Class A Common Stock, par value $0.001 per share	3,000	10.6823	D
Employee Stock Option (right to buy)	03/03/2016(7)	09/24/2023	Class A Common Stock, par value $0.001 per share	3,000	10.6823	D
Employee Stock Option (right to buy)	(9)	09/17/2024	Class A Common Stock, par value $0.001 per share	22,500	18	D
Employee Stock Option (right to buy)	02/04/2015(6)	09/17/2024	Class A Common Stock, par value $0.001 per share	3,000	18	D
Employee Stock Option (right to buy)	03/03/2016(7)	09/17/2024	Class A Common Stock, par value $0.001 per share	3,000	18	D
Employee Stock Option (right to buy)	(10)	02/23/2025	Class A Common Stock, par value $0.001 per share	27,000	19.5	D
Employee Stock Option (right to buy)	03/03/2016(7)	02/23/2025	Class A Common Stock, par value $0.001 per share	4,500	19.5	D
Employee Stock Option (right to buy)	(11)	03/09/2026	Class A Common Stock, par value $0.001 per share	102,864	31.28	D

Explanation of Responses:

1. 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. Inc. (the "Company") equal to the number of units held by such person. Shares of Class B Common Stock do not have economic rights.

2. Represents shares acquired by the Reporting Person under the Issuer's 2015 Employee Stock Purchase Plan on November 16, 2015.

3. Represents units of Desert Newco, LLC purchased on July 8, 2014. 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.

4. 37,416 of the shares underlying the first of these two options were granted on July 17, 2012. In connection with a May 2014 distribution to each holder of a unit of Desert Newco, LLC, the Reporting Person received an additional grant of 6,769 options on the same terms as the July 17, 2012 grant in accordance with a pre-existing contractual antidilution provision contained in Desert Newco, LLC's unit incentive plan. 100% of the shares underlying these options vested as of June 17, 2015.

5. 20% of the shares underlying the option vested on each of July 17, 2013, 2014 and 2015. The remaining shares shall vest in 2 equal annual installments thereafter.

6. 100% of the shares underlying the option vested on February 4, 2015.

7. 100% of the shares underlying the option vested on March 3, 2016.

8. 20% of the shares underlying the option vested on each of July 17, 2014 and 2015. The remaining shares shall vest in 3 equal annual installments thereafter.

9. 20% of the shares underlying the option vested on July 17, 2015. The remaining shares shall vest in 4 equal annual installments thereafter.

10. 25% of the shares underlying the option vested on February 23, 2016. The remaining shares shall vest in 3 equal annual installments thereafter.

11. 25% of the shares underlying the option shall vest on the one-year anniversary of the grant date and the remaining shares shall vest in equal quarterly installments thereafter.

Remarks:

Exhibit 24.1 - Power of Attorney

	Marc Padwe, Attorney-in-Fact	06/07/2016
	** Signature of Reporting Person	Date
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