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*
Warburg Pincus Private Equity X, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2013
3. Issuer Name and Ticker or Trading Symbol
Endurance International Group Holdings, Inc. [ EIGI ]
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)
Form filed by One Reporting Person
X 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, $0.0001 par value per share ("Common Stock") 47,626,671 D(1)(2)(3)(4)(5)
Common Stock 17,051,886 D(1)(3)(4)(5)(6)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Warburg Pincus Private Equity X, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Warburg Pincus X Partners, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WP Expedition Co-Invest L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Warburg Pincus X, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Warburg Pincus X LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Warburg Pincus Partners LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WARBURG PINCUS & CO.

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WARBURG PINCUS LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KAYE CHARLES R

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Landy Joseph P.

(Last) (First) (Middle)
C/O WARBURG PINCUS & CO
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form 8-A relating to the registration under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of Endurance International Group Holdings, Inc. (the "Issuer").
2. Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, together with Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership (together, the "WP X Funds") is the holder of 47,626,671 shares of common stock, $0.0001 par value per share ("Common Stock") of the Issuer.
3. Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WP X Funds. Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC"), is the general partner of WP X LP; Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), is the sole member of WP X LLC and the general partner of WP Expedition Co-Invest L.P., a Delaware limited partnership ("WP Co-Invest"). Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners. (cont'd)
4. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and a Managing Member and Co-President of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the WP X Funds, WP Co-Invest, WP X LP, WP X LLC, WP Partners, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities."
5. Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock. The WP X Funds, WP X LP, WP X LLC, WP Partners, and WP are directors-by-deputization solely for purposes of Section 16 of the Exchange Act. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity.
6. WP Co-Invest is the holder of 17,051,886 shares of Common Stock of the Issuer.
Remarks:
* The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on January 15, 2013 as an exhibit to a statement on Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference.
/s/ Steven G. Glenn, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus Private Equity X, L.P. 10/25/2013
/s/ Steven G. Glenn, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus X Partners, L.P. 10/25/2013
/s/ Steven G. Glenn, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the general partner of WP Expedition Co-Invest L.P. 10/25/2013
/s/ Steven G. Glenn, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the general partner of Warburg Pincus X, L.P. 10/25/2013
/s/ Steven G. Glenn, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC 10/25/2013
/s/ Steven G. Glenn, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC 10/25/2013
/s/ Steven G. Glenn, Attorney-in-fact* for Warburg Pincus & Co. 10/25/2013
/s/ Steven G. Glenn, Managing Director, Warburg Pincus LLC 10/25/2013
/s/ Steven G. Glenn, Attorney-in-fact* for Charles R. Kaye 10/25/2013
/s/ Steven G. Glenn, Attorney-in-fact* for Joseph P. Landy 10/25/2013
** 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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