Annual Statement of Changes in Beneficial Ownership (5)
March 16 2017 - 5:06PM
Edgar (US Regulatory)
FORM 5
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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Form 3 Holdings Reported
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X
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Parsons Robert R
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2. Issuer Name
and
Ticker or Trading Symbol
GoDaddy Inc. [GDDY]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O YAM SPECIAL HOLDINGS INC., 15475 N. 84TH ST.
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2016
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(Street)
SCOTTSDALE, AZ 85260
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form Filed by One Reporting Person
_
X
_ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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4/12/2016
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C4
(1)
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4201996
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A
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(2)
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0
(3)
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I
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By: YAM Special Holdings Inc.
(5)
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Class A Common Stock
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4/12/2016
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S4
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725670
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D
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$29.2669
(4)
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0
(3)
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I
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By: YAM Special Holdings Inc.
(5)
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Class A Common Stock
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4/12/2016
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S4
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4201996
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D
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$29.2669
(4)
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0
(3)
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I
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By: YAM Special Holdings Inc.
(5)
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Units of Desert Newco LLC
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4/12/2016
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C4
(1)
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4201996
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(2)
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(2)
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Class A Common Stock
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31856015
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$0.00
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31856015
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I
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By: YAM Special Holdings Inc.
(5)
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Explanation of Responses:
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(
1)
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Pursuant to the terms of an exchange agreement, "Units of Desert Newco, LLC", which represent limited liability company membership interest units of Desert Newco, LLC, and an equal number of shares of Class B Common Stock of GoDaddy Inc. (the "Issuer"), were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer.
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(
2)
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Pursuant to an exchange agreement, Units of Desert Newco, LLC are exchangeable on a one-for-one basis for shares of Class A Common Stock of the Issuer at the discretion of the holder. The exchange rights under this exchange agreement do not expire.
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(
3)
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No shares of Class A Common Stock of the Issuer owned at fiscal year-end, but 31,856,015 Units of Desert Newco, LLC and an equal number of shares Class B Common Stock of the Issuer owned at fiscal year-end that can be exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer.
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(
4)
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This amount represents the $30.25 secondary public offering price per share of Class A Common Stock of the Issuer less the underwriting discount of $0.98312 per share.
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(
5)
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Robert R. Parsons is the trustee of Robert Ralph Trust, dated 12/2/11, which owns and controls 100% of the shares of YAM Special Holdings, Inc. and is YAM's sole director and president. Accordingly, under applicable securities laws, Mr. Parsons and the Robert Ralph Trust, dated 12/2/11 may be deemed to be beneficial owner of securities that are owned by YAM.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Parsons Robert R
C/O YAM SPECIAL HOLDINGS INC.
15475 N. 84TH ST.
SCOTTSDALE, AZ 85260
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X
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X
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YAM Special Holdings, Inc.
15475 N. 84TH STREET
SCOTTSDALE, AZ 85260
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X
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Robert Ralph Trust, dated 12/2/2011
15475 N. 84TH STREET
SCOTTSDALE, AZ 85260
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X
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Signatures
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/s/ Robert R. Parsons
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3/16/2017
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**
Signature of Reporting Person
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Date
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YAM Special Hldings Inc., By: President, Robert R Parsons, /s/ Robert R. Parsons
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3/16/2017
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**
Signature of Reporting Person
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Date
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Robert Ralph Trust, dated 12/2/11, By: Trustee, Robert R. Parsons, /s/ Robert R. Parsons
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3/16/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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