0001209191-13-000213.txt : 20130102 0001209191-13-000213.hdr.sgml : 20130101 20130102162727 ACCESSION NUMBER: 0001209191-13-000213 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121228 FILED AS OF DATE: 20130102 DATE AS OF CHANGE: 20130102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ancestry.com Inc. CENTRAL INDEX KEY: 0001469433 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 261235962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 360 WEST 4800 NORTH CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: 801-705-7000 MAIL ADDRESS: STREET 1: 360 WEST 4800 NORTH CITY: PROVO STATE: UT ZIP: 84604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NELSON ELIZABETH A CENTRAL INDEX KEY: 0001198788 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34518 FILM NUMBER: 13502310 BUSINESS ADDRESS: STREET 1: 600 TOWNSEND ST STREET 2: STE 310 W CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 4152522000 MAIL ADDRESS: STREET 1: MACROMEDIA/ 600 TOWNSEND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-12-28 1 0001469433 Ancestry.com Inc. ACOM 0001198788 NELSON ELIZABETH A 360 WEST 4800 NORTH PROVO UT 84604 1 0 0 0 Common Stock, $0.001 par value 2012-12-28 4 D 0 54688 32.00 D 0 D Common Stock Option (right to buy) 8.54 2012-12-28 4 D 0 32812 0.00 D 2019-07-20 Common Stock, $0.001 par value 32812 0 D Restricted Stock Units 0.00 2012-12-28 4 D 0 4359 0.00 D Common Stock, $0.001 par value 4359 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated October 21, 2012, by and among Global Generations International Inc. ("Parent"), Global Generations Merger Sub Inc. and Ancestry.com Inc. (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of common stock of the Company held by the reporting person was cancelled and converted automatically into the right to receive $32.00 in cash. Option granted on July 20, 2009. The option, originally representing a right to purchase 87,500 shares, vests over four years with 1/4 of the shares subject to the option having vested on July 20, 2010 and 1/48 of the total number of shares subject to the option vesting monthly thereafter. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Common Stock Options held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per Share of such Company Options multiplied by (ii) the total number of Shares subject to such Company Options. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company RSU Awards held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such Company RSU Awards multiplied by (ii) the Merger Consideration. On May 24, 2012, the reporting person received 4,359 restricted stock units, vesting on the earlier of the first anniversary of the date of grant or the business day immediately preceding the 2013 annual meeting of stockholders. Each restricted stock unit represents the contingent right to one share of common stock at vesting. /s/ William C. Stern, Attorney-in-Fact for Elizabeth Nelson 2013-01-02