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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ancestry.com Inc. [ ACOM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $.001 | 05/16/2011 | M | 226,087 | A | $4.6 | 550,161 | D | |||
Common Stock, par value $.001 | 05/16/2011 | S | 226,087 | D | $40.215(1) | 324,074 | D | |||
Common Stock, par value $.001 | 05/17/2011 | M | 37,479 | A | $4.6 | 361,553 | D | |||
Common Stock, par value $.001 | 05/17/2011 | S | 37,479 | D | $40.215 | 324,074 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Common Stock Option (right to buy) | $4.6 | 05/16/2011 | M | 226,087 | (2) | 11/15/2015 | Common Stock, $0.001 par value | 226,087 | $0.00 | 1,773,913 | D | ||||
Common Stock Option (right to buy) | $4.6 | 05/17/2011 | M | 37,479 | (2) | 11/15/2015 | Common Stock, $0.001 par value | 37,479 | $0.00 | 1,736,434 | D | ||||
Common Stock Option (right to buy) | $5.4 | (3) | 03/27/2018 | Common Stock, $0.001 par value | 372,000 | 372,000 | D | ||||||||
Common Stock Option (right to buy) | $39.34 | 05/16/2011 | A | 300,000 | (4) | 05/16/2021 | Common Stock, $0.001 par value | 300,000 | $0.00 | 300,000 | D | ||||
Restricted Stock Units | (5) | 05/16/2011 | A | 150,000 | (6) | (6) | Common Stock, $0.001 par value | 150,000 | $0.00 | 150,000 | D |
Explanation of Responses: |
1. The price reported in Column 4 is a net price, after deducting the underwriting discount and commissions from the public sale price of $42.00 in the Ancestry.com Inc. underwritten secondary public offering on May 16, 2011. |
2. Option granted on November 15, 2005. This option, originally representing a right to purchase 2,000,000 shares, is fully vested and immediately exercisable. |
3. Option granted on March 27, 2008. This option, representing a right to purchase 372,000 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. |
4. The reporting person was granted an option to purchase 300,000 shares of common stock under the Ancestry.com 2009 Stock Incentive Plan. 33% of the total number of shares subject to the option will vest on each of the third and fourth anniversaries of the date of grant and 34% of the total number of shares subject to the option will vest on the fifth anniversary of the date of grant. |
5. Each restricted stock unit represents a contingent right to receive one share of Ancestry.com Inc. common stock. |
6. The reporting person received 150,000 restricted stock units under the Ancestry.com 2009 Stock Incentive Plan. 33% of the restricted stock units granted will vest on each of the third and fourth anniversaries of the date of the grant and 34% of the restricted stock units granted will vest on the fifth anniversary of the date of the grant. 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 Timothy Sullivan | 05/18/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |