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
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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).
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 CA 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)
05/09/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/11/2006
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)
Code V Amount (A) or (D) Price
Common Stock 05/09/2006 J 127,705 D (1) 394,097 I(2) By limited partnership
Common Stock 05/09/2006 J 269,125 D (1) 830,532 I(2) By limited partnership
Common Stock 05/09/2006 J 203,171 D (1) 626,994 I(2) By limited partnership
Common Stock 05/09/2006 J 122 A (1) 4,566 D(3)
Common Stock 14,377 I(4) By limited partnership
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $11.64 05/09/2006 A 15,000 (5) 05/08/2016 Common Stock 15,000 (6) 15,000(6) D
Explanation of Responses:
1. Not applicable.
2. The shares shown in Lines 1, 2, and 3 of Table I represent shares disposed of in pro-rata limited partnership distributions, and held of record by the following limited partnerships: Norwest Venture Partners VII-A, LP ("NVP VII-A"), as to the shares shown in Line 2; Norwest Venture Partners IX, LP ("NVP IX"), as to the shares shown in in Line 1; and Norwest Venture Partners VII, LP (NVP VII"), as to the shares shown in Line 3. By virtue of his position as a managing partner or the managing director, as the case may be, of the respective general partners of NVP VII-A, NVP XI, and NVP VII, George J. Still, Jr. may be deemed to beneficially own such securities. Mr. Still disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.
3. Of the shares shown in Line 4, 122 shares were received by Mr. Still as a limited partner of NVP VII in the limited partnership distribution made by NVP VII and reported in Line 3, of Table I, and 4,444 shares were originally reported by Mr. Still on a Form 3 and a Form 3/A filed, respectively, on 10/31/2005 and 02/06/2006, and in a Form 4 and Form 4/A filed, respectively, on 11/07/2006 and 02/06/2006 and inadvertently omitted from the Form 4 filed on 5/11/2006.
4. The shares shown as beneficially owned by Mr. Still in Line 5 are held of record by NVP Entrepreneurs Fund IX, LP ("NVP Fund IX"). Mr. Still may be deemed to beneficially own such shares by virtue of his position as a managing director of the general partner of NVP Fund IX. Mr. Still disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.
5. The shares subject to this option vest in a series of 12 successive equal monthly installments measured from the date of grant.
6. Stock option to purchase 15,000 shares of Issuer's Common Stock automatically granted under the 2005 Non-Employee Directors' Stock Option Plan (the "Plan") immediately following the Issuer's 2006 annual meeting of its stockholders on 05/09/2006. Mr. Still also was granted a stock option to purchase 40,000 shares of Issuer's Common Stock under the Plan on 11/07/2005 and previously reported in a Form 4 and a Form 4/A filed on, respectively, 11/07/2005 and 02/06/2006.
Remarks:
George J. Still, by Mary E. Schaffner, as Attorney-in-Fact 05/24/2006
** 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.
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