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^*

PARKER VICTOR E JR

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)

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, $0.001 par value	05/16/2011		S		4,046,502	D	$40.215⁽¹⁾	14,198,033	I⁽²⁾⁽³⁾	By limited partnership⁽³⁾
Common Stock, $0.001 par value	05/17/2011		S		1,183,199	D	$40.215	13,014,834	I⁽⁴⁾⁽⁵⁾	By limited partnership⁽⁵⁾

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)

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. Shares sold include (i) 2,958,926 shares of common stock owned by Spectrum Equity Investors V, L.P.; (ii) 13,973 shares of common stock owned by Spectrum V Investment Managers' Fund, L.P.; (iii) 1,055,860 shares of common stock owned by Spectrum Equity Investors III, L.P.; and (iv) 17,743 shares of common stock owned by Spectrum III Investment Managers' Fund, L.P. that the respective Spectrum entities sold as part of the Ancestry.com Inc underwritten secondary public offering on May 16, 2011.

3. Shares of common stock held after sale consists of an aggregate of 14,198,033 shares, including (i) 10,382,038 shares held by Spectrum Equity Investors V, L.P.; (ii) 49,026 shares held by Spectrum V Investment Managers' Fund, L.P.; (iii) 3,704,715 shares held by Spectrum Equity Investors III, L.P.; and (iv) 62,254 shares held by Spectrum III Investment Managers' Fund, L.P. Mr. Parker is a managing director of the general partner of the general partner of Spectrum Equity Investors V, L.P. and a managing director of the general partner of Spectrum V Investment Managers' Fund, L.P. Mr. Parker is also a limited partner of the general partner of Spectrum Equity Investors V, L.P., a limited partner of Spectrum V Investment Managers' Fund, L.P., a limited partner of the general partner of Spectrum Equity Investors III, L.P. and a limited partner of Spectrum III Investment Managers' Fund, L.P. Mr. Parker disclaims beneficial ownership of these shares.

4. Shares sold include (i) 865,193 shares of common stock owned by Spectrum Equity Investors V, L.P.; (ii) 4,085 shares of common stock owned by Spectrum V Investment Managers' Fund, L.P.; (iii) 308,734 shares of common stock owned by Spectrum Equity Investors III, L.P.; and (iv) 5,187 shares of common stock owned by Spectrum III Investment Managers' Fund, L.P. that Ancestry.com Inc. repurchased from the respective Spectrum entities in a private, non-underwritten transaction on May 17, 2011.

5. Shares of common stock held after sale consists of an aggregate of 13,014,834 shares, including (i) 9,516,845 shares held by Spectrum Equity Investors V, L.P.; (ii) 44,941 shares held by Spectrum V Investment Managers' Fund, L.P.; (iii) 3,395,981 shares held by Spectrum Equity Investors III, L.P.; and (iv) 57,067 shares held by Spectrum III Investment Managers' Fund, L.P. Mr. Parker is a managing director of the general partner of the general partner of Spectrum Equity Investors V, L.P. and a managing director of the general partner of Spectrum V Investment Managers' Fund, L.P. Mr. Parker is also a limited partner of the general partner of Spectrum Equity Investors V, L.P., a limited partner of Spectrum V Investment Managers' Fund, L.P., a limited partner of the general partner of Spectrum Equity Investors III, L.P. and a limited partner of Spectrum III Investment Managers' Fund, L.P. Mr. Parker disclaims beneficial ownership of these shares.

Remarks:

	/s/ Christopher Brookhart, Attorney-in-fact for Victor Parker	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).
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