FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wait Andrew Dayton

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/4/2009 

3. Issuer Name and Ticker or Trading Symbol

Ancestry.com Inc. [ACOM]

(Last)        (First)        (Middle)

360 WEST 4800 NORTH

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Sr. VP/Gen Mgr, Family History /

(Street)

PROVO, UT 84604       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Common Stock Option (right to buy)     (1) 3/30/2016   Common Stock, $0.001 par value   200000   $4.60   D    
Common Stock Option (right to buy)     (2) 7/27/2016   Common Stock, $0.001 par value   125000   $4.60   D    
Common Stock Option (right to buy)     (3) 3/27/2018   Common Stock, $0.001 par value   250000   $5.40   D    
Common Stock Option (right to buy)     (4) 5/27/2019   Common Stock, $0.001 par value   24000   $7.36   D    

Explanation of Responses:
( 1)  Option granted on March 30, 2006. The option vests over four years with 1/4 of the total number of shares subject to the option vesting on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option vesting monthly thereafter, with 179,171 shares subject to the option having vested.
( 2)  Option granted on July 27, 2006. The option vests over four years with 1/4 of the total number of shares subject to the option vesting on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option vesting monthly thereafter, with 101,565 shares subject to the option having vested.
( 3)  Option granted on March 27, 2008. The option vests over four years with 1/4 of the total number of shares subject to the option vesting on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option vesting monthly thereafter, with 114,585 shares subject to the option having vested.
( 4)  Option granted on May 27, 2009. 1/4 of the option vests on May 27, 2010, with 1/48 of the total number of shares subject to the option vesting monthly thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wait Andrew Dayton
360 WEST 4800 NORTH
PROVO, UT 84604


Sr. VP/Gen Mgr, Family History

Signatures
Christopher Brookhart, Attorney-in-Fact 11/4/2009
** 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 5(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 control number.
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