UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Ancestry.com Inc.
(Name of Issuer)
Common Stock, $0.001 par value, per share
(Title of Class of Securities)
032803108
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

      o  Rule 13d-1(b)

      o  Rule 13d-1(c)

      þ  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).

 
 

 

                     
CUSIP No.
 
032803108 
 

 

           
1   NAMES OF REPORTING PERSONS
Timothy P. Sullivan
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)    o
  (b)    o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  5   SOLE VOTING POWER
     
NUMBER OF   2,620,955 (1)
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   2,620,955 (1)
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,620,955 (1)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.8%(2)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

2

 

Item 1.
  (a)   Name of Issuer
Ancestry.com Inc. (the “Issuer”)
 
  (b)   Address of Issuer’s Principal Executive Offices
360 West 4800 North, Provo, UT 84604
Item 2.
  (a)   Name of Person Filing
Timothy P. Sullivan
 
  (b)   Address of Principal Business Office or, if none, Residence
360 West 4800 North, Provo, UT 84604
 
  (c)   Citizenship
USA
 
  (d)   Title of Class of Securities
Common Stock, $0.001 par value (“Common Stock”)
 
  (e)   CUSIP Number
032803108
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable
  (a) o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b) o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c) o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d) o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e) o   An investment adviser in accordance with §240.13d-1(b)(2)(ii)(E);
 
  (f) o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(2)(ii)(F);
 
  (g) o   A parent holding company or control person in accordance with §240.13d-1(b)(2)(ii)(G);
 
  (h) o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) o   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);
 
  (j) o   Group, in accordance with §240.13d-1(b)(2)(ii)(J).

 

3

 

Item 4.   Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)   Amount beneficially owned:
 
      2,620,955 (1)
 
  (b)   Percent of class:
 
      5.8% (2)
 
  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote
 
      2,620,955 (1)
 
  (ii)   Shared power to vote or to direct the vote
 
      0
 
  (iii)   Sole power to dispose or to direct the disposition of
 
      2,620,955 (1)
 
  (iv)   Shared power to dispose or to direct the disposition of
 
      0
Item 5.   Ownership of Five Percent or Less of a Class
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 o .
Item 6.   Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8.   Identification and Classification of Members of the Group
Not applicable.
Item 9.   Notice of Dissolution of Group
Not applicable.

 

4

 

Item 10.   Certification
Not applicable.
(1) Beneficial ownership reported as of December 31, 2010. Includes 2,296,881 options to purchase shares of the Issuer’s Common Stock exercisable within 60 days as of December 31, 2010.
(2) All percentages calculated based on 45,178,983 shares of the Issuer’s Common Stock outstanding as of December 31, 2010.

 

 

 

Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
     
  February 11, 2011   
  Date   
     
 
     
  /s/ Timothy P. Sullivan    
  Signature   
     
 
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

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