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*
SADRIAN JUSTIN

(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 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, $0.0001 par value per share ("Common Stock") 64,678,557 I See Footnote(1)(2)(3)(4)(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
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") are the holders of 47,626,671 shares of common stock, $0.0001 par value per share ("Common Stock") of the Issuer.
3. WP Expedition Co-Invest L.P., a Delaware limited partnership ("WP Co-Invest") is the holder of 17,051,886 shares of Common Stock of the Issuer.
4. 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 Co-Invest. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds.
5. Justin L. Sadrian, the reporting person, a director of the Issuer, is a partner of WP and a Managing Director and Member of WP LLC. As such, Mr. Sadrian may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the securities reported as beneficially owned by the WP X Funds and WP Co-Invest. Mr. Sadrian disclaims beneficial ownership of such securities, except to the extent of any direct pecuniary interest therein. Mr. Sadrian does not directly own any shares of Common Stock of the Issuer.
/s/ Justin L. Sadrian 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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