SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

STILL GEORGE J JR

(Last)

(First)

(Middle)

C/O NORWEST VENTURE PARTNERS

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2005

3. Issuer Name and Ticker or Trading Symbol
WEBSITE PROS INC [ WSPI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,444	D
Common Stock	830,165	I	See Footnote⁽¹⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Redeemable Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	387,786	$0	I	See Footnote⁽²⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	817,228	$0	I	See Footnote⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	10,685	$0	I	See Footnote⁽⁴⁾⁽⁵⁾
Series B Convertible Redeemable Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	670,083	$0	I	See Footnote⁽²⁾⁽⁵⁾
Series B Convertible Redeemable Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,412,146	$0	I	See Footnote⁽³⁾⁽⁵⁾
Series B Convertible Redeemable Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	18,464	$0	I	See Footnote⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Shares are owned by Norwest Venture Partners VII, L.P.

2. Shares are owned by Norwest Venture Partners IX, L.P.

3. Shares are owned by Norwest Venture Partners VII-A, L.P.

4. Shares are owned by NVP Entrepreneurs Fund IX, L.P.

5. George J. Still, Jr., one of the Issuer's directors, is the managing partner for Norwest Venture Partners VII, L.P. Itasca VC Partners VII-A, LLC is the general partner of Norwest Venture Partners VII-A, L.P. Genesis VC Partners IX, LLC is the general partner of each of Norwest Venture Partners IX, L.P. and NVP Entrepreneurs Fund IX, L.P. Mr. Still is managing director of each of Itasca VC Partners VII-A, LLC and Genesis VC Partners IX, LLC. Mr. Still shares voting and investment power with respect to these shares with Promod Haque. Mr. Still disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

6. The Issuer's Preferred Stock will automatically convert into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering.

	/s/ George J. Still Jr.	10/31/2005
	** 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 5 (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).
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