FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Schroepfer Michael Todd
2. Issuer Name and Ticker or Trading Symbol

Ancestry.com Inc. [ ACOM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

360 WEST 4800 NORTH
3. Date of Earliest Transaction (MM/DD/YYYY)

1/20/2012
(Street)

PROVO, UT 84043
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value   1/20/2012     M    3750   A $ 0   (1) 3750   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   $ 0   (1) 1/20/2012     M         3750      (2)   (2) Common Stock, $0.001 par value   3750   $ 0   (1) 11250   D    
Common Stock Option (right to buy)   $31.33                      (3) 3/1/2021   Common Stock, $0.001 par value   15000     15000   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents a contingent right to receive one share of Ancestry.com's common stock. On January 20, 2012, 25% of the reporting person's restricted stock units vested and were settled for an equal number of shares of Ancestry.com Inc. common stock.
( 2)  The reporting person received 15,000 restricted stock units under the Ancestry.com 2009 Stock Incentive Plan, with 25% having vested on January 20, 2012 and 25% vesting on each January 20th of the three years thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
( 3)  The reporting person was granted an option to purchase 15,000 shares of common stock, pursuant to the Ancestry.com 2009 Stock Incentive Plan. One quarter of the total number of shares subject to the option vested on January 20, 2012, and one quarter of the remainnig number of shares subject to the option will vest on each January 20th of the three years thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Schroepfer Michael Todd
360 WEST 4800 NORTH
PROVO, UT 84043
X



Signatures
/s/ Christopher Brookhart, Attorney-in-fact for Michael Schroepfer 2/17/2012
** 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 4(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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