| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GoDaddy Inc. [ GDDY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/10/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/10/2017 | C(1) | 8,015,760 | A | (1) | 8,015,760 | I | By: YAM Special Holdings Inc.(4) | ||
| Class A Common Stock | 05/10/2017 | S | 8,015,760 | D | $37.4413(2) | 0 | I | By: YAM Special Holdings Inc.(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 05/10/2017 | C(1) | 8,015,760 | (1) | (1) | Class A Common Stock | 8,015,760 | $0.00(1) | 23,840,255 | I | By: YAM Special Holdings Inc.(4) | |||
| Units of Desert Newco LLC | (1) | 05/10/2017 | S | 2,131,975 | (1) | (1) | Class A Common Stock | 2,131,975 | $37.4413(3) | 21,708,280 | I | By: YAM Special Holdings Inc.(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the terms of an exchange agreement, "Units of Desert Newco LLC", which represent limited liability company membership interest units of Desert Newco LLC and an equal number of shares of Class B Common Stock of GoDaddy Inc. (the "Issuer"), were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer. |
| 2. This amount represents the $38.50 secondary public offering price per share of Class A Common Stock of the Issuer less the underwriting discount of $1.05875 per share. |
| 3. Following the completion of the public offering reported on Table I and the preceding line of Table II, 2,131,975 Units of Desert Newco LLC were repurchased by Desert Newco LLC at a price per unit of $37.44125, the same per share price in the secondary public offering, net of the underwriting discount, and an equal number of shares of Class B Common Stock of the Issuer were retired by the Issuer. |
| 4. Robert R. Parsons is the trustee of the Robert Ralph Trust, dated 12/2/2011, which owns and controls 100% of the shares of YAM Special Holdings Inc. and is YAM's sole director and president. Accordingly, under applicable securities laws, Mr. Parsons and the Robert Ralph Trust, dated 12/2/2011, may be deemed to be beneficial owner of securities that are owned by YAM. |
| Remarks: |
| /s/ Robert R. Parsons | 05/12/2017 | |
| Robert Ralph Trust, dated 12/2/2011, By: Robert R.Parsons, Trustee, /s/ Robert R. Parsons | 05/12/2017 | |
| YAM Special Holdings Inc. By: Robert R. Parsons, Its President, /s/ Robert R. Parsons | 05/12/2017 | |
| ** 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. | ||
