0000950142-13-000338.txt : 20130213 0000950142-13-000338.hdr.sgml : 20130213 20130213163650 ACCESSION NUMBER: 0000950142-13-000338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: GA-NWS INVESTOR LLC GROUP MEMBERS: GAP COINVESTMENTS CDA L.P. GROUP MEMBERS: GAP COINVESTMENTS III LLC GROUP MEMBERS: GAP COINVESTMENTS IV LLC GROUP MEMBERS: GAP-W LLC GROUP MEMBERS: GAPCO GMBH & CO. KG GROUP MEMBERS: GAPCO MANAGEMENT GMBH GROUP MEMBERS: GAPSTAR LLC GROUP MEMBERS: GENERAL ATLANTIC GENPAR L.P. GROUP MEMBERS: GENERAL ATLANTIC LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 83 L.P. GROUP MEMBERS: NWS HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEB.COM GROUP, INC. CENTRAL INDEX KEY: 0001095291 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943327894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81368 FILM NUMBER: 13603747 BUSINESS ADDRESS: STREET 1: 12808 GRAN BAY PARKWAY WEST CITY: JACKSONVILLE STATE: FL ZIP: 32258 BUSINESS PHONE: 9046806600 MAIL ADDRESS: STREET 1: 12808 GRAN BAY PARKWAY WEST CITY: JACKSONVILLE STATE: FL ZIP: 32258 FORMER COMPANY: FORMER CONFORMED NAME: WEBSITE PROS, INC. DATE OF NAME CHANGE: 20080529 FORMER COMPANY: FORMER CONFORMED NAME: WEBSITE PROS INC DATE OF NAME CHANGE: 19990920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NWS HOLDINGS LLC CENTRAL INDEX KEY: 0001533855 IRS NUMBER: 208404183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-8600 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 eh1300309_13da2-web.htm AMENDMENT NO. 2 eh1300309_13da2-web.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
_______________________
 
Web.com Group, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
94733A104
(CUSIP Number)
 
Thomas J. Murphy
c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, Connecticut 06830
Tel. No.:  (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
 
February 11, 2013
(Date of Event which Requires Filing
of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box  [  ].
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)

(Page 1 of 22 Pages)

 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 2 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
NWS Holdings LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 3 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GA-NWS Investor LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  


 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 4 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners 83, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  



 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 5 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP-W, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  



 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 6 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GapStar, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  


 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 7 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAPCO GmbH & Co. KG
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  


 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 8 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments CDA, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  


 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 9 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments III, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 

 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 10 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments IV, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  


 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 11 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAPCO Management GmbH
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
CO
  



 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 12 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  


 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 13 of 22 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
5,800,150
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,800,150
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,800,150
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  


 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 14 of 22 Pages
 
 
Item 1.  Security and Issuer.
 
This Amendment No. 2 (this “Amendment”) to Schedule 13D filed on November 2, 2011 as amended by Amendment No. 1 filed on May 18, 2012 relates to the common stock, par value $0.001 per share (the “Common Stock”), of Web.com Group, Inc., a Delaware corporation (the “Company”), and is being filed to amend the Schedule 13D as specifically set forth below.  The address of the principal executive office of the Company is 12808 Gran Bay Parkway West, Jacksonville, Florida 32258.
 
Item 2.  Identity and Background.
 
No material change.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
No material change.
 
Item 4.  Purpose of Transaction.
 
Item 4 is hereby amended as follows:
 
The second paragraph of Item 4, beginning with the words “Pursuant to the Purchase Agreement, the Company and its affiliates will be indemnified” and ending with the words “(or cash from the proceeds from the sale thereof)” is hereby deleted.
 
Item 4 is hereby supplemented as follows:
 
Pursuant to the Purchase Agreement, the Company and its affiliates were to be indemnified and held harmless by Holdings against losses arising out of or resulting from certain tax matters for a period of 15 months after the closing of the Acquisition (the “Tax Indemnity Period”).  During the Tax Indemnity Period, Holdings retained 3,310,000 Acquisition Shares (the “Retained Acquisition Shares”), to be used to settle any tax indemnification claims made pursuant to the Purchase Agreement.  On February 11, 2013, because the Tax Indemnity Period had expired, the Retained Acquisition Shares were either distributed to the members of Holdings
 
 
 
 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 15 of 22 Pages
 
 
or were paid to certain former employees of Holdings or its subsidiaries.  An aggregate 3,262,915 shares of Common Stock were distributed pro rata and for no additional consideration to members of Holdings, including 30,461 shares of Common Stock distributed to NWS Executive Incentive Plan LLC (“NWS Plan”), a member of Holdings and benefit plan controlled by Holdings.  The 30,461 shares of Common Stock distributed to the NWS Plan were subsequently distributed pro rata without payment of additional consideration to the members of the NWS Plan.  An aggregate of 47,085 shares of Common Stock was delivered to certain former employees of Holdings or its subsidiaries as settlement in accordance with their applicable award agreements.
 
 GA Investor sold 2,325,415 shares of Common Stock pursuant to Rule 144 on February 12, 2013 at a price of $17.63 per share.
 
Item 5.  Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated as follows:
 
(a)   As of the date hereof, GA Investor owns of record 5,800,150 shares of Common Stock, representing 11.8% of the Company’s issued and outstanding shares of Common Stock (based upon a total of 49,129,580 shares of Common Stock stated to be outstanding by the Company as of October 30, 2012 as reported in the Form 10-Q filed with the Securities and Exchange Commission on November 5, 2012). As of the date hereof, Holdings, GAP 83, GAP-W, GapStar, KG, CDA, GAPCO III, GAPCO IV, GmBH Management, GenPar and GA each own of record no shares of Common Stock.  As of the date hereof, the Reporting Persons may be deemed to beneficially own, in the aggregate, 5,800,150 shares of Common Stock, representing approximately 11.8% of the Company’s outstanding Common Stock.
 
By virtue of the fact that (i) GA is the general partner of GenPar, (ii) GenPar is the general partner of GAP 83, (iii) GAP 83 is the controlling member of GA Investor,
 
 
 
 
 
 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 16 of 22 Pages
 
 
(iv) GAP-W, GapStar, KG, CDA, GAPCO III  and GAPCO IV are each members of GA Investor, (v) GA Investor owns a controlling interest in and is entitled to appoint all of the representatives of the board of directors of Holdings, (vi) GA is the managing member of GAPCO III and GAPCO IV, (vii) GmbH Management is the general partner of KG, and (viii) the officers of GapStar and the managing directors of GA Investor who are authorized and empowered to vote and dispose of the securities of GA Investor, are GA Managing Directors, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock owned of record by GA Investor.  Each of the GA Managing Directors disclaims ownership of such shares beneficially owned by the Reporting Persons, except to the extent he or she has a pecuniary interest therein.
 
(b)   (i)            None of the Reporting Persons has the sole power to direct the voting and disposition of the shares of Common Stock which each owns of record.
 
(ii)           Please see Item 5(a), which is hereby incorporated by reference.
 
(c)   Except as set forth in Item 4 or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days.
 
(d)   No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock owned by any member of the group.
 
(e)   Not Applicable.
 
 
 
 
 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 17 of 22 Pages
 
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 is further supplemented by incorporating by reference the information set forth under Item 4 above.
 
Item 7.  Material to be Filed as Exhibits.
 
The documents filed as exhibits in the Schedule 13D are hereby incorporated by reference herein.
 
Exhibit 1:
Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. (As previously filed.)
   
Exhibit 2:
Purchase Agreement, dated as of August 3, 2011, by and among the Company, Holdings and Network Solutions (incorporated by reference from Annex A to the Company’s Definitive Proxy Statement on Form DEF 14A (File No. 000-51595) filed with the Securities and Exchange Commission on September 22, 2011). (As previously filed.)
   
Exhibit 3:
Stockholder Agreement, dated as of October 27, 2011, by and among the stockholders of the Company named therein and the Company (incorporated by reference from Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 000-51595) filed with the Securities and Exchange Commission on October 28, 2011). (As previously filed.)
   
Exhibit 4:
Underwriting Agreement, dated May 10, 2012, among the Company, J.P. Morgan Securities LLC, as representative of the several underwriters listed on Schedule 1 thereto, and certain selling stockholders listed on Schedule 2 thereto (incorporated by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 000-51595) filed on May 11, 2012 with the Securities and Exchange Commission).
   
Exhibit 5:
Lock-Up Agreement, dated May 10, 2012, of GA-NWS Investor LLC. (As previously filed with the Securities and Exchange Commission on May 18, 2012.)
   
Exhibit 6:
Waiver, dated May 7, 2012, by and between Web.com Group, Inc. and GA-NWS Investor LLC. (As previously filed with the Securities and Exchange Commission on May 18, 2012.)
 
 
 
 
 
 
 

 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 18 of 22 Pages
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 13, 2013.
 
NWS HOLDINGS LLC
  
     
     
By:
/s/ Christopher G. Lanning
  
 
Name: Christopher G. Lanning
  
 
Title:   Secretary
  
   
   
GA-NWS INVESTOR LLC
  
     
     
By:
/s/ Christopher G. Lanning
  
 
Name: Christopher G. Lanning
  
 
Title: Managing Director
  
     
   
GENERAL ATLANTIC PARTNERS 83, L.P.
  
     
By:
General Atlantic GenPar, L.P.,
  
 
its general partner
  
     
By:
General Atlantic LLC,
  
 
its general partner
  
     
     
By:
/s/ Thomas J. Murphy
  
 
Name: Thomas J. Murphy
  
 
Title: Managing Director
  
     
 
 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 19 of 22 Pages
 
 
   
GAP-W, LLC
  
     
By:
General Atlantic GenPar, L.P.,
  
 
Its manager
  
     
By:
General Atlantic LLC,
  
 
Its general partner
  
     
     
By:
/s/ Thomas J. Murphy
  
 
Name: Thomas J. Murphy
  
 
Title:   Managing Director
  
     
     
GAPSTAR, LLC
  
     
     
By:
/s/ Thomas J. Murphy
  
 
Name: Thomas J. Murphy
  
 
Title:   Vice President
  
     
   
GAP COINVESTMENTS CDA, L.P.
  
     
By:
General Atlantic LLC,
  
 
Its general partner
  
     
     
By:
/s/ Thomas J. Murphy
  
 
Name: Thomas J. Murphy
  
 
Title:   Managing Director
  
     
   
GAP COINVESTMENTS III, LLC
  
     
By:
General Atlantic LLC,
  
 
Its managing member
  
     
By:
/s/ Thomas J. Murphy
  
 
Name: Thomas J. Murphy
  
 
Title:   Managing Director
  
   
 
 
 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 20 of 22 Pages
 
 
   
GAP COINVESTMENTS IV, LLC
  
     
By:
General Atlantic LLC,
  
 
Its managing member
  
     
By:
/s/ Thomas J. Murphy
  
 
Name: Thomas J. Murphy
  
 
Title:   Managing Director
  
   
   
GAPCO GMBH & CO. KG
  
     
By:
GAPCO Management GmbH,
  
 
Its general partner
  
     
     
By:
/s/ Thomas J. Murphy
  
 
Name: Thomas J. Murphy
  
 
Title:   Managing Director
  
   
   
GAPCO MANAGEMENT GMBH
  
     
     
By:
/s/ Thomas J. Murphy
  
 
Name: Thomas J. Murphy
  
 
Title:   Managing Director
  
   
   
GENERAL ATLANTIC GENPAR, L.P.
  
     
By:
General Atlantic LLC,
  
 
Its general partner
  
     
     
By:
/s/ Thomas J. Murphy
  
 
Name: Thomas J. Murphy
  
 
Title: Managing Director
  
     
   
GENERAL ATLANTIC LLC
  
     
By:
/s/ Thomas J. Murphy
  
 
Name: Thomas J. Murphy
  
 
Title: Managing Director
  

 
 
 
 
 

 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 21 of 22 Pages
 
 
SCHEDULE A
 
GA Managing Directors

Name
Business Address
Citizenship
Steven A. Denning
(Chairman)
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
William E. Ford
(Chief Executive Officer)
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
Thomas J. Murphy
(Chief Financial Officer)
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
J. Frank Brown
(Chief Operating Officer)
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
John Bernstein
23 Savile Row
London W1S 2ET
United Kingdom
United Kingdom
Gabriel Caillaux
23 Savile Row
London W1S 2ET
United Kingdom
United Kingdom
Mark F. Dzialga
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
Cory A. Eaves
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
 
Martin Escobari
Rua Dr. Renato Paes de Barros, 1017
15Ú andar
04530-001
Sao Paulo, Brazil
Bolivia and Brazil
Abhay Havaldar
Asia Square Tower 1
8 Marina View, #41−04
Singapore 018960
Singapore
 
Patricia Hedley
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
David C. Hodgson
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
 
 
Rene M. Kern
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
Jonathan Korngold
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
Christopher G. Lanning
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
Xuesong (Jeff) Leng
Suite 5801, 58th Floor
Two International Finance Center
8 Finance Street
Central, Hong Kong
Hong Kong SAR
Anton J. Levy
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
Adrianna C. Ma
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
Sandeep Naik
17th Floor
Express Towers
Nariman Point
Mumbai 400 021, India
United States
 
 
 
 
 
 
 
CUSIP No. 94733A104
 
 SCHEDULE 13D
Page 22 of 22 Pages
 
 
Name Business Address
Citizenship
Andrew C. Pearson
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
Brett B. Rochkind
228 Hamilton Ave.
Palo Alto, CA 94301
United States
David A. Rosenstein
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
Philip P. Trahanas
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States