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*
GA-NWS INVESTOR LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WEB.COM GROUP, INC. [ WWWW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
*See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 05/16/2012 S 7,956,426 D $14.4875 5,168,266 D (1) (2) (3) (4) (5) (6) (7)
Common Stock 2,957,299 I See Footnotes (2) (3)
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
1. Name and Address of Reporting Person*
GA-NWS INVESTOR LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NWS HOLDINGS LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GENERAL ATLANTIC PARTNERS 83, L.P.

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GAP-W, LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GAPSTAR LLC

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GAPCO GMBH & CO KG

(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. Reflects the sale on May 16, 2012 of 7,956,426 shares of common stock of the issuer, par value $0.001 per share (the "common stock") held by GA-NWS Investor LLC ("GA Investor") pursuant to that certain Underwriting Agreement, dated May 10, 2012 (the "Underwriting Agreement"), by and among the issuer, certain stockholders of the issuer named in Schedule 2 to the Agreement and J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto.
2. NWS Holdings LLC ("Holdings") is the direct beneficial owner of 3,310,000 shares of common stock.
3. GA Investor is a member of Holdings and following the transaction described in footnote (1) directly beneficially owns 5,168,266 shares of common stock and indirectly beneficially owns 2,957,299 of the shares of common stock held by Holdings.
4. General Atlantic Partners 83, L.P. ("GAP 83") is the controlling member of GA Investor and indirectly beneficially owns 5,315,096 of the shares of common stock held by GA Investor and Holdings; GAP-W, LLC ("GAP-W") is a member of GA Investor and indirectly beneficially owns 2,031,392 of the shares of common stock held by GA Investor and Holdings; GapStar, LLC ("GapStar") is a member of GA Investor and indirectly beneficially owns 121,884 of the shares of common stock held by GA Investor and Holdings; GAPCO GmbH & Co. KG ("KG") is a member of GA Investor and indirectly beneficially owns 22,427 of the shares of common stock held by GA Investor and Holdings; GAP Coinvestments CDA, L.P. (cont'd in FN 5)
5. (cont'd from FN 4) ("CDA") is a member of GA Investor and indirectly beneficially owns 10,157 of the shares of common stock held by GA Investor and Holdings; GAP Coinvestments III, LLC ("GAPCO III") is a member of GA Investor and indirectly beneficially owns 514,706 of the shares of common stock held by GA Investor and Holdings; GAP Coinvestments IV, LLC ("GAPCO IV") is a member of GA Investor and indirectly beneficially owns 109,903 of the shares of common stock held by GA Investor and Holdings.
6. General Atlantic LLC ("General Atlantic") is the general partner of General Atlantic GenPar, L.P., which is the general partner of GAP 83. GAP 83 is the controlling member, and GAP-W, GapStar, KG, CDA, GAPCO III and GAPCO IV are each members of, GA Investor. GA Investor owns a controlling interest in and is entitled to appoint all of the representatives of the board of directors of Holdings. The officers of GapStar, the managing directors of GA Investor and certain members of the board of directors of Holdings are managing directors of General Atlantic. General Atlantic is the managing member of GAPCO III and GAPCO IV. GAPCO Management GmbH ("GmbH Management") is the general partner of KG. (cont'd in FN 7)
7. (cont'd from FN 6) Certain managing directors of General Atlantic make investment decisions for GmbH Management. GmbH Management may be deemed to beneficially own the shares of common stock reported as beneficially owned by KG. General Atlantic and GA Gen Par may be deemed to beneficially own all the shares of common stock reported as beneficially own all the shares of common stock reported as beneficially owned by the reporting persons herein.
Remarks:
[PART 1 OF 2 FILINGS] Each of the reporting persons may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person.
/s/ Thomas J. Murphy 05/18/2012
/s/ Thomas J. Murphy 05/18/2012
/s/ Thomas J. Murphy 05/18/2012
/s/ Thomas J. Murphy 05/18/2012
/s/ Thomas J. Murphy 05/18/2012
/s/ Thomas J. Murphy 05/18/2012
** Signature of Reporting Person Date
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