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 *

Shoup Eric
2. Issuer Name and Ticker or Trading Symbol

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

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

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

3/1/2012
(Street)

PROVO, UT 84604
(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

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) 3/1/2012     A      80000         (1)   (1) Common Stock, $0.001 par value   80000   $ 0   80000   D    
Common Stock Option (right to buy)   $23.35   3/1/2012     A      160000         (2) 3/1/2022   Common Stock, $0.001 par value   160000   $ 0   160000   D    
Restricted Stock Units   $ 0   (3)                    (3)   (3) Common Stock, $0.001 par value   35000     35000   D    
Common Stock Option (right to buy)   $16.53                      (4) 3/18/2020   Common Stock, $0.001 par value   125000     125000   D    
Common Stock Option (right to buy)   $5.5                      (5) 11/3/2018   Common Stock, $0.001 par value   80000     80000   D    

Explanation of Responses:
( 1)  On March 1, 2012, the reporting person received 80,000 restricted stock units, vesting 1/16 on March 1, 2013 and 1/16 on the first day of every third month 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.
( 2)  Option granted on March 1, 2012. The option, representing a right to purchase 160,000 shares, vests with respect to 1/48 of the total number of shares subject to the option on March 1, 2013, and 1/48 of the total number of shares subject to the option on the first day of every month thereafter.
( 3)  On March 18, 2010, the reporting person received 35,000 restricted stock units, vesting 50% on June 1, 2012 and 25% on each June 1 of the two 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.
( 4)  Option granted on March 18, 2010. The option, representing a right to purchase 125,000 shares, vests over four years with 1/4 of the total number of shares subject to the option vesting on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option vesting monthly thereafter.
( 5)  Option granted on November 3, 2008. The option, originally representing a right to purchase 165,000 shares, vests over four years with 1/4 of the total number of shares subject to the option vesting on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option vesting monthly thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Shoup Eric
360 WEST 4800 NORTH
PROVO, UT 84604


EVP of Product

Signatures
/s/ Christopher Brookhart, Attorney-in-Fact for Eric Shoup 3/2/2012
** 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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