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^*

Tracy Christopher Owen

(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)
	Sr. VP of Global Content

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2010

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	09/15/2010		M		10,000	A	$4.6	10,000	D
Common Stock, par value $.001	09/15/2010		S		10,000⁽¹⁾	D	$20.47⁽²⁾	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)	$4.6	09/15/2010		M			10,000	⁽³⁾	11/18/2014	Common Stock, $0.001 par value	10,000	$0.00	15,000	D
Common Stock Option (right to buy)	$5.4							⁽⁴⁾	03/27/2018	Common Stock, $0.001 par value	100,000		100,000	D
Common Stock Option (right to buy)	$7.36							⁽⁵⁾	05/27/2019	Common Stock, $0.001 par value	75,000		75,000	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. Tracy on June 18, 2010.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.18 to $20.90, inclusive. The reporting person undertakes to provide to Ancestry.com Inc., any security holder of Ancestry.com Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. Option granted on January 20, 2006. The option, representing a right to purchase 50,000 shares, is fully vested and immediately exercisable.

4. Option granted on March 27, 2008. The option, representing a right to purchase 100,000 shares, vests over four years with 1/4 of the total number of shares subject to the option vesting on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option vesting monthly thereafter.

5. Option granted on May 27, 2009. The option, representing a right to purchase 75,000 shares, vests over four years with 1/4 of the total number of shares subject to the option vesting on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option vesting monthly thereafter.

Remarks:

	/s/ Christopher Brookhart, Attorney-in-Fact	09/15/2010
	** 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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