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Explanation of Responses:
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1)
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This Form 4 should be read in conjunction with the other Form 4 filed by Spectrum Equity Investors V, L.P. ("SEI V") as of the date hereof. Each of such Forms 4 reports the total number of shares of common stock sold by SEI V and its affiliates as described below. The amounts set forth in the two Forms 4 should not be added to reach a total.
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Consists of an aggregate of 4,123,913 shares sold as part of the Ancestry.com Inc. underwritten secondary public offering on May 16, 2011, including 2,958,926 shares sold by SEI V, the general partner of which is Spectrum Equity Associates V, L.P., the general partner of which is SEA V Management, LLC, over which Brion B. Applegate, William P. Collatos, Kevin J. Maroni, Randy J. Henderson, Michael J. Kennealy, Victor E. Parker and Christopher T. Mitchell exercise voting and dispositive power; 13,973 shares sold by Spectrum V Investment Managers' Fund, L.P. ("IMF V"), the general partner of which is SEA V Management, LLC, over which Brion B. Applegate, William P. Collatos, Kevin J. Maroni, Randy J. Henderson, Michael J. Kennealy, Victor E. Parker and Christopher T. Mitchell exercise voting and dispositive power;
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and including 1,055,860 shares sold by Spectrum Equity Investors III, L.P. ("SEI III"), the general partner of which is Spectrum Equity Associates III, L.P., over which Brion B. Applegate, William P. Collatos, Kevin J. Maroni and Randy J. Henderson exercise voting and dispositive power; and 74,076 shares sold by SEI III Entrepreneurs' Fund, L.P. ("Entrepreneurs' III"), the general partner of which is SEI III Entrepreneurs' LLC, over which Brion B. Applegate, William P. Collatos, Kevin J. Maroni and Randy J. Henderson exercise voting and dispositive power;
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and including 17,743 shares sold by Spectrum III Investment Managers' Fund, L.P. ("IMF III," and together with SEI V, IMF V, SEI III and Entrepreneurs' III, the "Spectrum Funds"), over which Brion B. Applegate, William P. Collatos, Kevin J. Maroni and Randy J. Henderson exercise voting and dispositive power and are the general partners, and 2,054 shares sold by The Brion B. Applegate Trust, over which Brion B. Applegate exercises voting and dispositive power, 1,026 shares sold by William P. Collatos and 255 shares sold by Randy J. Henderson.
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Each of the controlling entities, individual general partners and managing directors of the Spectrum Funds, as the case may be, including Mr. Parker who is a managing director of the general partner of the general partner of SEI V and a managing director of the general partner of IMF V, and serves on Ancestry.com Inc.'s board of directors, Brion B. Applegate, William P. Collatos, Kevin J. Maroni, Randy J. Henderson, Michael J. Kennealy, Victor E. Parker and Christopher T. Mitchell disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
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The price reported in Column 4 is a net price, after deducting the underwriting discount and commissions from the public sale price of $42.00 in the Ancestry.com Inc. underwritten secondary public offering on May 16, 2011.
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Shares of common stock held by SEI V and its affiliates after the sale consist of an aggregate of 14,469,650 shares, including 10,382,038 held by SEI V; 49,026 shares held by IMF V; 3,704,715 shares held by SEI III; 259,911 shares held by Entrepreneurs' III; 62,254 shares held by IMF III; 7,206 shares held by The Brion B. Applegate Trust; 3,599 shares held by William P. Collatos and 901 shares held by Randy J. Henderson.
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Consists of an aggregate of 1,205,831 shares, including 865,193 shares sold by SEI V; 4,085 shares sold by IMF V; 308,734 shares sold by SEI III; 21,659 shares sold by Entrepreneurs' III; 5,187 shares sold by IMF III; 600 shares sold by The Brion B. Applegate Trust; 299 shares sold by William P. Collatos and 74 shares sold by Randy J. Henderson.
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All of the shares sold were repurchased by Ancestry.com Inc. in a private, non-underwritten transaction on May 17, 2011. Each of the controlling entities, individual general partners and managing directors of the Spectrum Funds, as the case may be, including Mr. Parker who is a managing director of the general partner of the general partner of SEI V and a managing director of the general partner of IMF V, and serves on Ancestry.com Inc.'s board of directors, Brion B. Applegate, William P. Collatos, Kevin J. Maroni, Randy J. Henderson, Michael J. Kennealy, Victor E. Parker and Christopher T. Mitchell disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
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Shares of common stock held by SEI V and its affiliates after the sales described herein consist of an aggregate of 13,263,819 shares, including 9,516,845 shares held by SEI V; 44,941 shares held by IMF V; 3,395,981 shares held by SEI III; 238,252 shares held by Entrepreneurs' III; 57,067 shares held by IMF III; 6,606 shares held by The Brion B. Applegate Trust; 3,300 shares held by William P. Collatos and 827 shares held by Randy J. Henderson.
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