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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Sullivan Timothy P (Last) (First) (Middle) 360 WEST 4800 NORTH (Street) PROVO UT 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 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/28/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value	12/28/2012		D		448,066(1)	D	$32(1)	0	I	By Purefoy LLC

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Option (right to buy)	$4.6	12/28/2012		D			1,649,478	(2)	11/15/2015	Common Stock, $0.001 par value	1,649,478(3)	$0.00	0	D
Common Stock Option (right to buy)	$5.4	12/28/2012		D			334,964	(4)	03/27/2018	Common Stock, $0.001 par value	334,964(3)	$0.00	0	D
Common Stock Option (right to buy)	$39.34	12/28/2012		D			300,000	(5)	05/16/2021	Common Stock, $0.001 par value	300,000(3)	$0.00	0	D
Restricted Stock Units	$0.00(6)	12/28/2012		D			150,000	(7)	(7)	Common Stock, $0.001 par value	150,000(6)	$0.00	0	D

Explanation of Responses:

1. 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. In connection with the closing of the Merger, the Reporting Person rolled over certain of their existing equity interests in the Company into indirect equity interests of Parent.

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. 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 rollover agreements entered into between Parent and the Reporting Person, certain Company stock options held by the Reporting Person were converted into options to purchase equity interests in an indirect parent entity of the Company.

4. Option granted on March 27, 2008. This option, originally representing a right to purchase 372,000 shares, is fully vested and immediately exercisable.

5. Option granted on May 16, 2011. 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.

6. 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. Pursuant to rollover agreements entered into between Parent and the Reporting person, certain Company RSU Awards held by the Reporting Person were converted into restricted stock units of an indirect parent entity of the Company.

7. Restricted stock units granted on May 16, 2011. 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/ William C. Stern, Attorney-in-Fact for Timothy Sullivan	01/02/2013
	** 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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