ACOM Ancestry.Com Inc. (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

Ancestry.com Inc.

(Name of issuer)

 

 

 

Common Stock, $0.001 par value, per share

(Title of class of securities)

 

032803108

(CUSIP number)

 

December 31, 2011

(Date of event which requires filing of this statement)

 

 

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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).

 

 

 

---

SCHEDULE 13G

 

CUSIP No. 032803108		Page 2 of 6 Pages

 

(1)		Names of reporting persons   Timothy P. Sullivan
(2)		Check the appropriate box if a member of a group (see instructions) (a)   ¨         (b)   ¨
(3)		SEC use only
(4)		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with:				(5)		Sole voting power   2,432,508 (1)
				(6)		Shared voting power   0
				(7)		Sole dispositive power   2,432,508 (1)
				(8)		Shared dispositive power   0
(9)		Aggregate amount beneficially owned by each reporting person   2,432,508 (1)
(10)		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)     ¨
(11)		Percent of class represented by amount in Row (9)   5.4% (2)
(12)		Type of reporting person (see instructions)   IN

 

---

SCHEDULE 13G

 

CUSIP No. 032803108		Page 3 of 6 Pages

Item 1.

 

		September 30,		September 30,		September 30,
		(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)		¨		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
		(b)		¨		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
		(c)		¨		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
		(d)		¨		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
		(e)		¨		An investment adviser in accordance with §240.13d-1(b)(2)(ii)(E);
		(f)		¨		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(2)(ii)(F);
		(g)		¨		A parent holding company or control person in accordance with §240.13d-1(b)(2)(ii)(G);
		(h)		¨		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)		¨		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)		¨		Group, in accordance with §240.13d-1(b)(2)(ii)(J).

 

---

SCHEDULE 13G

 

CUSIP No. 032803108		Page 4 of 6 Pages

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:

2,432,508

(1)

 

(b)

Percent of class:

5.4%

(2)

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

2,432,508

(1)

 

 

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

2,432,508

(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 ¨ .

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.

---

SCHEDULE 13G

 

CUSIP No. 032803108		Page 5 of 6 Pages

Item 10. Certification

Not applicable.

 

(1)

Beneficial ownership reported as of December 31, 2011 and includes 324,074 shares of the Issuer’s Common Stock owned of record by Purefoy LLC, an entity over which Mr. Sullivan exercises control. Also includes options to purchase 1,984,442 shares of the Issuer’s Common Stock that were exercisable at December 31, 2011 or will become exercisable within 60 days of December 31, 2011.

 

(2)	All percentages calculated based on (i) 42,792,119 shares of the Issuer’s Common Stock outstanding as of December 31, 2011 and (ii) the exercise of options to purchase 1,984,442 shares.

---

SCHEDULE 13G

 

CUSIP No. 032803108		Page 6 of 6 Pages

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 9, 2012
		Date
		/s/ Timothy P. Sullivan
		Signature

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).