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1	NAMES OF REPORTING PERSONS   SEA V Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   o (b)   o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF		5	SOLE VOTING POWER   0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER   9,561,786
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER   0
WITH:		8	SHARED DISPOSITIVE POWER   9,561,786
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,561,786
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   21.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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Item 1(a).

Name of Issuer:  Ancestry.com Inc. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices: 360 West 4800 North, Provo, UT 84604.

Item 2(a).

Names of Persons Filing:  This statement is being filed by Spectrum Equity Investors III, L.P. (“SEI III”); Spectrum Equity Associates III, L.P. (“SEA III”), which is the sole general partner of SEI III; Spectrum III Investment Managers’ Fund, L.P. (“IMF III”); SEI III Entrepreneurs’ Fund, L.P. (“Entrepreneurs III”); SEI III Entrepreneurs’ LLC (“SEI Entrepreneurs” and, together with SEI III, SEA III, IMF III, and Entrepreneurs III, the “Fund III Entities”), which is the sole general partner of Entrepreneurs III; Brion B. Applegate (“Applegate”), William P. Collatos (“Collatos”), Randy J. Henderson (“Henderson”), and Kevin J. Maroni (“Maroni” and, together with Applegate, Collatos, and Henderson, the “Fund III Managers”), who are the individual general partners of SEA III and IMF III and the individual managing directors of SEI Entrepreneurs; Spectrum Equity Investors V, L.P. (“SEI V”); Spectrum Equity Associates V, L.P. (“SEA V”), which is the sole general partner of SEI V; Spectrum V Investment Managers’ Fund, L.P. (“IMF V”); SEA V Management, LLC (“SEA V Management” and, together with SEI V, SEA V, and IMF V, the “Fund V Entities”), which is the sole general partner of SEA V and the sole general partner of IMF V; Michael J. Kennealy (“Kennealy”), Christopher T. Mitchell (“Mitchell”), and Victor E. Parker, Jr. (“Parker” and, together with the Fund III Managers, Kennealy, and Mitchell, the “Fund V Managers” or the “Managers”).  The Fund V Managers are the individual managing directors of SEA V Management. The persons and entities named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if None, Residence: The address of the principal business office of Collatos, Kennealy, Maroni, and Mitchell is Spectrum Equity Investors, One International Place, 29th Floor, Boston, MA 02110.  The address of the principal business office of SEI III, SEA III, IMF III, Entrepreneurs III, SEI Entrepreneurs, SEI V, SEA V, IMF V, SEA V Management, Applegate, Henderson, and Parker is Spectrum Equity Investors, 333 Middlefield Road, Suite 200, Menlo Park, CA 94025.

Item 2(c).

Citizenship:  Each of SEI III, SEA III, IMF III, Entrepreneurs III, SEI V, IMF V, and SEA V is a limited partnership organized under the laws of the State of Delaware.  Each of SEI Entrepreneurs and SEA V Management is a limited liability company organized under the laws of the State of Delaware.  Each of the Managers is a United States of America citizen.

Item 2(d).

Title of Class of Securities:  Common Stock, $.001 par value (“Common Stock”).

Item 2(e).

CUSIP Number:  032803108.

Item 4.

Ownership.

(a)

Amount Beneficially Owned:  SEI III is the record owner of 3,395,981 shares of Common Stock as of December 31, 2011 (the “SEI III Shares”).  As the sole general partner of SEI III, SEA III may be deemed to own beneficially the SEI III Shares.  As the individual general partners of SEA III, each of the Fund III Managers may also be

 

 

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By:	*                                                                            Randy J. Henderson General Partner

By:	*                                                                            Randy J. Henderson General Partner

By:	SEI III Entrepreneurs’ LLC its general partner

 

By:

*                                                                                    Randy J. Henderson Managing Director

By:	*                                                                            Randy J. Henderson Managing Director

 

* Brion B. Applegate

 

* William P. Collatos

 

* Randy J. Henderson

 

* Michael J. Kennealy

 

* Kevin J. Maroni

 

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* Victor E. Parker, Jr.

 

*By: /s/ Randy J. Henderson Randy J. Henderson As attorney-in-fact