SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kelly Nima

(Last)

(First)

(Middle)

C/O GODADDY INC.

14455 N. HAYDEN ROAD

(Street)

SCOTTSDALE

85260

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2015

3. Issuer Name and Ticker or Trading Symbol
GoDaddy Inc. [ GDDY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock, par value $0.001⁽¹⁾	100,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Units of Desert Newco, LLC	⁽²⁾	⁽²⁾	Class A Common Stock	100,000	$2.5	D
Employee Stock Option (right to buy)	⁽³⁾	01/30/2027	Class A Common Stock	94,602	$2.5	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/16/2021	Class A Common Stock	29,160	$7.4023	D
Employee Stock Option (right to buy)	⁽⁵⁾	12/16/2021	Class A Common Stock	1,944	$7.4023	D
Employee Stock Option (right to buy)	⁽⁶⁾	12/16/2021	Class A Common Stock	3,888	$7.4023	D
Employee Stock Option (right to buy)	⁽⁷⁾	12/16/2021	Class A Common Stock	3,888	$7.4023	D
Employee Stock Option (right to buy)	⁽⁸⁾	01/24/2023	Class A Common Stock	60,840	$7.4423	D
Employee Stock Option (right to buy)	⁽⁶⁾	01/24/2023	Class A Common Stock	8,112	$7.4423	D
Employee Stock Option (right to buy)	⁽⁷⁾	01/24/2023	Class A Common Stock	8,112	$7.4423	D

Explanation of Responses:

1. On March 31, 2015, each holder of a unit of Desert Newco, LLC received a number of shares of Class B Common Stock of GoDaddy Inc. Inc. (the "Company") equal to the number of units held by such person. Shares of Class B Common Stock do not have economic rights.

2. Represents units of Desert Newco, LLC purchased on February 19, 2014. Pursuant to the terms of an exchange agreement, units of Desert Newco, LLC are exchangeable for shares of Class A Common Stock on a one-for-one basis. Following the closing of the Company's IPO, pursuant to the terms of and subject to the limitations and restrictions set forth in an exchange agreement, units of Desert Newco, LLC are exchangeable for shares of Class A Common Stock on a one-for-one basis. Upon any such exchange for Class A Common Stock, the corresponding shares of Class B Common Stock then owned by such holder will be cancelled.

3. 100% of the shares underlying the option vested on December 16, 2011.

4. 20% of the shares underlying the option vested on December 16, 2012 and the remaining shares shall vest in 4 equal annual installments thereafter.

5. 100% of the shares underlying the option vested on March 31, 2012.

6. 100% of the shares underlying the option vested on January 4, 2014.

7. 100% of the shares underlying the option vested on February 4, 2015.

8. 20% of the shares underlying the option vested on November 1, 2013 and the remaining shares shall vest in 4 equal annual installments thereafter.

Remarks:

Executive Vice President and General Counsel Exhibit 24.1 - Power of Attorney

	Jessica Hately, Attorney-in-Fact	04/01/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.