SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/07/2005

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/07/2005		C		521,802	A	$0	521,802	I	See Footnote⁽²⁾⁽⁵⁾
Common Stock	11/07/2005		C		1,099,657	A	$0	1,099,657	I	See Footnote⁽³⁾⁽⁵⁾
Common Stock	11/07/2005		C		14,377	A	$0	14,377	I	See Footnote⁽⁴⁾⁽⁵⁾
Common Stock	11/07/2005		C		830,165	A	$0	830,165	I	See Footnote⁽⁵⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/07/2005		C			387,786	⁽¹⁾	⁽¹⁾	Common Stock	387,786	$0	0	I	See Footnote⁽²⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/07/2005		C			817,228	⁽¹⁾	⁽¹⁾	Common Stock	817,228	$0	0	I	See Footnote⁽³⁾⁽⁵⁾
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/07/2005		C			10,685	⁽¹⁾	⁽¹⁾	Common Stock	10,685	$0	0	I	See Footnote⁽⁴⁾⁽⁵⁾
Series B Convertible Redeemable Preferred Stock	⁽¹⁾	11/07/2005		C			134,016	⁽¹⁾	⁽¹⁾	Common Stock	134,016	$0	0	I	See Footnote⁽²⁾⁽⁵⁾
Series B Convertible Redeemable Preferred Stock	⁽¹⁾	11/07/2005		C			282,429	⁽¹⁾	⁽¹⁾	Common Stock	282,429	$0	0	I	See Footnote⁽³⁾⁽⁵⁾
Series B Convertible Redeemable Preferred Stock	⁽¹⁾	11/07/2005		C			3,692	⁽¹⁾	⁽¹⁾	Common Stock	3,692	$0	0	I	See Footnote⁽⁴⁾⁽⁵⁾
Stock Options (right to buy)	$10	11/07/2005		A		40,000		⁽⁶⁾	11/06/2015	Common Stock	40,000	⁽⁷⁾	40,000	D

Explanation of Responses:

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

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. Itasca VC Partners VII-A LLC is the general partner of Norwest Venture Partners VII-A, L.P. Itasca VC Partners VII, LLP is the general partner of Norwest Venture Partners VII, L.P. Genesis VC Partners IX, LLC is the general partners of each of Norwest Venture Partners IX, L.P., and NVP Entrepreneurs Fund IX, L.P. George J. Still, Jr. is a managing director of each of Itasca VC Partners VII-A, LLC and Genesis VC Partners IX, LLC. Mr. Still is a managing partner of Itasca VC Partners VII, LLP.

6. 1/36th of the shares subject to the option vest monthly over 36 months commencing on the first day that the Issuer's Common Stock is publicity traded.

7. Stock option to purchase 40,000 shares of Issuer's Common Stock automatically granted under the 2005 Non-Employee Directors' Stock Option Plan upon the closing of Issuer's initial public offering.

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

	/s/ George J. Still, Jr.	02/06/2006
	** 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 Number.