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*
LEVY ANTON J

(Last) (First) (Middle)
C/O WEB.COM GROUP, INC.
12808 GRAN BAY PARKWAY WEST

(Street)
JACKSONVILLE FL 32258

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WEB.COM GROUP, INC. [ WWWW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2013
4. 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 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 02/11/2013 J 275,155 D $0 8,203,111 I See footnotes (1) (2) (4) (5) (6)
Common Stock 02/11/2013 J 30,461 D $0 8,172,650 I See footnotes (1) (2) (4) (5) (6)
Common Stock 02/11/2013 J 47,085 D $0 8,125,565 I See footnotes (1) (2) (4) (5) (6)
Common Stock 02/12/2013 S 2,325,415 D $17.63 5,800,150 I See footnotes (3) (4) (5) (6)
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
Explanation of Responses:
1. Reflects the distribution on February 11, 2013 of an aggregate 3,262,915 shares of common stock of the issuer, par value $0.001 per share (the "common stock") held by NWS Holdings LLC ("Holdings") pro rata and for no additional consideration to certain members of Holdings, of which 275,155 shares of common stock were distributed to unaffiliated members of Holdings; (ii) the subsequent distribution on February 11, 2013 by NWS Executive Incentive Plan LLC ("NWS Plan"), a member of Holdings and benefit plan controlled by Holdings, of 30,461 shares of common stock received by it from Holdings, pro rata without payment of additional consideration to the members of the NWS Plan; and (iii) the delivery on February 11, 2013 of an aggregate of 47,085 shares of common stock to certain former employees of Holdings or its subsidiaries as settlement in accordance with their applicable award agreements. (cont'd in FN 1)
2. (cont'd from FN 1) Following these transactions, Holdings is the direct beneficial owner of 0 shares of common stock.
3. Reflects the sale on February 12, 2013 of an aggregate 2,325,415 shares of common stock held by GA-NWS Investor LLC ("GA Investor") for $17.63 per share. Following this transaction, GA Investor directly beneficially owns 5,800,150 shares of common stock.
4. General Atlantic Partners 83, L.P. ("GAP 83") is the controlling member of GA Investor and indirectly beneficially owns 3,793,996 of the shares of common stock held by GA Investor; GAP-W, LLC ("GAP-W") is a member of GA Investor and indirectly beneficially owns 1,450,038 of the shares of common stock held by GA Investor; GapStar, LLC ("GapStar") is a member of GA Investor and indirectly beneficially owns 87,002 of the shares of common stock held by GA Investor; GAPCO GmbH & Co. KG ("KG") is a member of GA Investor and indirectly beneficially owns 16,009 of the shares of common stock held by GA Investor; (cont'd in FN 5)
5. (cont'd from FN 4) GAP Coinvestments CDA, L.P. ("CDA") is a member of GA Investor and indirectly beneficially owns 7,250 of the shares of common stock held by GA Investor; GAP Coinvestments III, LLC ("GAPCO III") is a member of GA Investor and indirectly beneficially owns 367,405 of the shares of common stock held by GA Investor; GAP Coinvestments IV, LLC ("GAPCO IV") is a member of GA Investor and indirectly beneficially owns 78,450 of the shares of common stock held by GA Investor.
6. General Atlantic LLC ("General Atlantic") is the general partner of General Atlantic GenPar, L.P., which is the general partner of GAP 83. GAP 83 is the controlling member, and GAP-W, GapStar, KG, CDA, GAPCO III and GAPCO IV are each members of, GA Investor. The officers of GapStar and the managing directors of GA Investor are managing directors of General Atlantic. General Atlantic is the managing member of GAPCO III and GAPCO IV. GAPCO Management GmbH ("GmbH Management") is the general partner of KG. Certain managing directors of General Atlantic make investment decisions for GmbH Management. GmbH Management may be deemed to beneficially own the shares of common stock reported as beneficially owned by KG. Mr. Levy is a managing director of General Atlantic and GA Investor. Mr. Levy disclaims beneficial ownership of such shares beneficially owned by them except to the extent of his pecuniary interest therein.
/s/ Anton J. Levy 02/12/2013
** Signature of Reporting Person Date
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