UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. __)
ancestry.com
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
032803108
(CUSIP
Number)
December
31, 2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
x
] Rule
13d-1(b)
[ x
] Rule
13d-1(c)
[ ] Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Potential
persons who are to 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.
|
1.
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Names
of Reporting Persons.*
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|
*See
Item 4 for shares of the issuer's common stock beneficially owned by other
reporting persons.
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|
2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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4.
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Citizenship
or Place of Organization
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Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5. Sole
Voting
Power
0
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6. Shared
Voting
Power
2,584,870
|
7. Sole
Dispositive
Power
0
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8. Shared
Dispositive
Power
2,584,870
|
|
9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,584,870
|
|
10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
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11.
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Percent
of Class Represented by Amount in Row (9)
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6.1%
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12.
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Type
of Reporting Person (See Instructions)
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CO,
IA
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Item
1.
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(b)
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Address
of Issuer's Principal Executive
Offices
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360 West 4800 North,
Provo, UT 84604
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Item
2.
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(a)
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The
name of the person filing this statement
is:
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Crosslink Capital,
Inc. ("Crosslink")
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|
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(b)
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The
principal business office of Crosslink is located
at:
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Two Embarcadero
Center, Suite 2200, San Francisco, CA 94111
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|
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(c)
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Crosslink
was organized in Delaware.
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(d)
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This
statement relates to shares of common stock of the Issuer (the
"Stock").
|
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(e)
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The
CUSIP number of the Issuer is:
032803108
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Item
3.
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If
this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is
a:
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(a)
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[ ]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
(b)
|
[ ]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
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(c)
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[ ]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[ ]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[ X
]
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An
investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (as
to Crosslink).
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F).
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(g)
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[ X
]
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A
parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G) (as to Michael
Stark).
|
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(h)
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[ ]
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A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
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[ ]
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
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(j)
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[ ]
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Group,
in accordance with section
240.13d-1(b)(1)(ii)(J).
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The Stock
reported as beneficially owned by Crosslink on its cover page includes the
shares of Stock also beneficially owned by the Crosslink affiliates listed
below. Crosslink is filing this Schedule 13G on behalf of itself and
all such affiliates.
1.
|
Crosslink Omega IV Holdings,
L.L.C.
, a Delaware limited liability company
("Omega IV
Holdings")
|
(a) Amount
of stock beneficially owned: 1,622,673
(b) Percent
of class: 3.8
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 1,622,673
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 1,622,673
2.
|
Crossover Fund IV Management,
L.L.C.
, a Delaware limited liability company
("Fund IV
Management")
|
(a) Amount
of stock beneficially owned: 707,451
(b) Percent
of class: 1.7
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 707,451
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 707,451
3
.
|
Crossover Fund V Management,
LLC
, a Delaware limited liability company
("Fund V
Management")
|
(a) Amount
of stock beneficially owned: 160,400
(b) Percent
of class: 0.4
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 160,400
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 160,400
4.
Crosslink Verwaltungs GmbH
("Verwaltungs")
(a) Amount
of stock beneficially owned: 48,446
(b) Percent
of class: 0.1
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 48,446
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 48,446
5.
Delta Growth Management, LLC
,
a Delaware corporation
("Delta
Growth")
(a) Amount
of stock beneficially owned: 45,900
(b) Percent
of class: 0.1
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 45,900
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 45,900
6.
Michael J. Stark
, a U.S.
citizen
(a) Amount
of stock beneficially owned: 2,584,870
(b) Percent
of class: 6.1
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 2,584,870
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 2,584,870
Item
5.
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Ownership
of Five Percent or Less of a Class
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the
following [ ].
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
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Crosslink
is an SEC-registered investment adviser whose clients have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Stock. No client separately holds more than five percent
of the outstanding Stock.
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company.
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Not
applicable.
Item
8.
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Identification
and Classification of Members of the
Group.
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Crosslink
is the investment adviser to investment funds of which Omega IV Holdings, Fund
IV Management, Fund V Management, Verwaltungs or Delta Growth is the general
partner, manager or holder of Class B Units. Mr. Stark is the
control person of Omega IV Holdings, Fund IV Management, Fund V Management,
Verwaltungs and Delta Growth. All such persons are filing this
Schedule 13G jointly, but not as members of a group, and each of them expressly
disclaims membership in a group. In addition, each of them disclaims
beneficial ownership of the securities reported on this Schedule 13G except to
the extent of that person's pecuniary interest therein.
Item
9.
|
Notice
of Dissolution of Group
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Not
applicable.
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Certification
of Crosslink and Mr. Stark:
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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Certification
of Omega IV Holdings, Fund IV Management, Verwaltungs and Delta
Growth:
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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Exhibits:
Joint
filing agreement, previously filed.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, Crosslink
certifies on behalf of itself and all of the persons and entities named in Item
4 of this Schedule 13G that the information set forth in this statement is true,
complete and correct.
Dated: February 12,
2010
Crosslink
Capital, Inc.
By:
Jerome S. Contro, Chief Operating
Officer
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