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^*

Hochhauser Howard

(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)
	CFO and COO

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2012

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	06/15/2012		M		7,000	A	$5.5	7,000	D
Common Stock, par value $.001	06/15/2012		S		7,000⁽¹⁾	D	$25.99	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)	$5.5	06/15/2012		M			7,000	⁽²⁾	02/11/2019	Common Stock, $0.001 par value	7,000	$0.00	314,000	D
Common Stock Option (right to buy)	$7.36							⁽³⁾	05/27/2019	Common Stock, $0.001 par value	99,000		99,000	D
Common Stock Option (right to buy)	$23.35							⁽⁴⁾	03/01/2022	Common Stock, $0.001 par value	200,000		200,000	D
Restricted Stock Units	$0.00⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock, $0.001 par value	100,000		100,000	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 sales plan adopted by Mr. Hochhauser on August 30, 2011.

2. Option granted on February 11, 2009. The option, originally representing a right to purchase 500,000 shares, vests over four years with 1/4 of the total number of shares subject to the option having vested on January 12, 2010, and 1/48 of the total number of shares subject to the option vesting monthly thereafter.

3. Option granted on May 27, 2009. The option, representing a right to purchase 99,000 shares, vests over four years with 1/4 of the total number of shares subject to the option having vested on January 1, 2011 and 1/48 of the total number of shares subject to the option vesting monthly thereafter.

4. Option granted on March 1, 2012. The option, representing a right to purchase 200,000 shares, vests with respect to 1/48 of the total number of shares subject to the option on March 1, 2013, and 1/48 of the total number of shares subject to the option on the first day of every month thereafter.

5. Each restricted stock unit represents a contingent right to receive one share of Ancestry.com's common stock.

6. On March 1, 2012, the reporting person received 100,000 restricted stock units, vesting 1/16 on March 1, 2013 and 1/16 on the first day of every third month 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 Howard Hochhauser	06/19/2012
	** 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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