SEC FORM 4

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^*

Hanna Joshua John Inghram

(Last)

(First)

(Middle)

360 WEST 4800 NORTH

(Street)

PROVO

84604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ancestry.com Inc. [ ACOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & General Manager

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.001	03/09/2011		M		6,300	A	$5.4	6,300	D
Common Stock, par value $.001	03/09/2011		S		6,300	D	$33.29⁽¹⁾	0	D
Common Stock, par value $.001	03/10/2011		M		20,000	A	$5.4	20,000	D
Common Stock, par value $.001	03/10/2011		S		20,000	D	$32.02⁽²⁾	0	D
Common Stock, par value $.001	03/11/2011		M		15,200	A	$5.4	15,200	D
Common Stock, par value $.001	03/11/2011		S		15,200	D	$32.05⁽³⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option (right to buy)	$5.4	03/09/2011		M			6,300	⁽⁴⁾	03/27/2018	Common Stock, $0.001 par value	6,300	$0.00	203,699	D
Common Stock Option (right to buy)	$5.4	03/10/2011		M			20,000	⁽⁴⁾	03/27/2018	Common Stock, $0.001 par value	20,000	$0.00	183,699	D
Common Stock Option (right to buy)	$5.4	03/11/2011		M			15,200	⁽⁴⁾	03/27/2018	Common Stock, $0.001 par value	15,200	$0.00	168,499	D
Common Stock Option (right to buy)	$7.36							⁽⁵⁾	05/27/2019	Common Stock, $0.001 par value	25,000		25,000	D
Common Stock Option (right to buy)	$20.91							⁽⁶⁾	08/02/2020	Common Stock, $0.001 par value	165,000		165,000	D
Restricted Stock Units	$0.00⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock, $0.001 par value	60,000		60,000	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.99, inclusive. The reporting person undertakes to provide to Ancestry.com Inc., any security holder of Ancestry.com Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.10, inclusive. The reporting person undertakes to provide to Ancestry.com Inc., any security holder of Ancestry.com Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.23, inclusive. The reporting person undertakes to provide to Ancestry.com Inc., any security holder of Ancestry.com Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Option granted on March 27, 2008. The option, originally representing a right to purchase 250,000 shares, vests over four years with 1/4 of the total number of shares subject to the option having vested on January 1, 2009 and 1/48 of the total number of shares subject to the option vesting monthly thereafter.

5. Option granted on May 27, 2009. The option, originally representing a right to purchase 25,000 shares, vests over four years with 1/4 of the total number of shares subject to the option having vested on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option vesting monthly thereafter.

6. The reporting person was granted an option to purchase 165,000 shares of common stock, pursuant to the Ancestry.com 2009 Stock Incentive Plan. One quarter of the total number of shares subject to the option will vest on August 2, 2011, with 1/48th of the option vesting monthly thereafter.

7. The reporting person received 60,000 restricted stock units under the Ancestry.com 2009 Stock Incentive Plan, vesting 50% on September 1, 2012 and 25% on each September 1 of the two years thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

Remarks:

	/s/ Christopher Brookhart, Attorney-in-Fact for Joshua Hanna	03/11/2011
	** 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).
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