0001209191-14-071654.txt : 20141126 0001209191-14-071654.hdr.sgml : 20141126 20141126213821 ACCESSION NUMBER: 0001209191-14-071654 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141126 FILED AS OF DATE: 20141126 DATE AS OF CHANGE: 20141126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Endurance International Group Holdings, Inc. CENTRAL INDEX KEY: 0001237746 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 463044956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10 CORPORATE DRIVE STREET 2: SUITE 300 CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-852-3200 MAIL ADDRESS: STREET 1: 10 CORPORATE DRIVE STREET 2: SUITE 300 CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: ENDURANCE INTERNATIONAL GROUP INC DATE OF NAME CHANGE: 20030613 FORMER COMPANY: FORMER CONFORMED NAME: BIZLAND INC DATE OF NAME CHANGE: 20030602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landy Joseph P. CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36131 FILM NUMBER: 141254847 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: LANDY JOSEPH DATE OF NAME CHANGE: 20030225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36131 FILM NUMBER: 141254848 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners GP LLC CENTRAL INDEX KEY: 0001621224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36131 FILM NUMBER: 141254851 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners, L.P. CENTRAL INDEX KEY: 0001621242 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36131 FILM NUMBER: 141254852 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WPP GP LLC CENTRAL INDEX KEY: 0001621874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36131 FILM NUMBER: 141254853 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36131 FILM NUMBER: 141254856 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36131 FILM NUMBER: 141254850 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X GP L.P. CENTRAL INDEX KEY: 0001414564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36131 FILM NUMBER: 141254854 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Warburg Pincus X LLC DATE OF NAME CHANGE: 20071009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36131 FILM NUMBER: 141254849 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X, L.P. CENTRAL INDEX KEY: 0001414561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36131 FILM NUMBER: 141254855 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-11-26 0 0001237746 Endurance International Group Holdings, Inc. EIGI 0001414565 Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001414561 Warburg Pincus X, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001414564 Warburg Pincus X GP L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001621874 WPP GP LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001621242 Warburg Pincus Partners, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001621224 Warburg Pincus Partners GP LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0000929408 WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock, $0.0001 par value per share ("Common Stock") 2014-11-26 4 S 0 5826456 13.92 D 41800215 D Common Stock 2014-11-26 4 S 0 2086059 13.92 D 14965827 D Pursuant to an Underwriting Agreement, dated November 20, 2014 (the "Underwriting Agreement"), by and among Endurance International Group Holdings, Inc., a Delaware corporation (the "Issuer"), the Selling Stockholders named in Schedule II thereto and Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named in Schedule I thereto, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), and Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners") reporting on a separate Form 4 (see Remarks below), agreed to sell 5,645,836 and 180,620 shares of Common Stock, respectively, in a registered offering of the Issuer that closed on November 26, 2014 (the "Offering"). The material terms of the Offering are described in the final prospectus, dated November 21, 2014, filed by the Issuer with the U.S. Securities and Exchange Commission on November 21, 2014. Represents the number of shares of Common Stock of the Issuer that WP Expedition Co-Invest L.P., a Delaware limited partnership ("WP Co-Invest") reporting on a separate Form 4 (see Remarks below), agreed to sell in the Offering pursuant to the Underwriting Agreement. Represents the $14.50 public offering price per share of Common Stock of the Issuer, less the underwriting discount of $0.58 per share of Common Stock in connection with the Offering. Represents shares of Common Stock of the Issuer held by the following entities: 40,504,409 by WP X and 1,295,806 by WP X Partners. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X and WP X Partners (WP X Partners, together with WP X, the "WP X Funds"). Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP and the general partner of WP Co-Invest. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP") is the general partner of WP Partners. (Continued in Footnote 6) Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and together with the WP X Funds, WP Co-Invest, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP, the "Warburg Pincus Entities"), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons." Each Warburg Pincus Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock. The WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. Due to the limitations on the number of Reporting Persons allowed on Form 4, each of Warburg Pincus X Partners, L.P., a Delaware limited partnership, WP Expedition Co-Invest L.P., a Delaware limited partnership, and their respective affiliates, who may each be deemed to be hold beneficial ownership in the shares of Common Stock, reports such beneficial ownership on a separate Form 4. Form 1 of 3. See Exhibit 99.1 2014-11-26 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    EXHIBIT 99.1

                        SIGNATURES OF REPORTING PERSONS

After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this Form 4 is true,
complete and correct.
November 26, 2014


                      WARBURG PINCUS PRIVATE EQUITY X, L.P.

                      By:   Warburg Pincus X, L.P., its general partner
                      By:   Warburg Pincus X GP L.P., its general partner
                      By:   WPP GP LLC, its general partner
                      By:   Warburg Pincus Partners, L.P., its managing member
                      By:   Warburg Pincus Partners GP LLC, its general partner
                      By:   Warburg Pincus & Co., its managing member
                      By:   /s/ Robert B. Knauss
                            ----------------------------------------------------
                            Robert B. Knauss
                            Partner

                      WARBURG PINCUS X, L.P.

                      By:   Warburg Pincus X GP L.P., its general partner
                      By:   WPP GP LLC, its general partner
                      By:   Warburg Pincus Partners, L.P., its managing member
                      By:   Warburg Pincus Partners GP LLC, its general partner
                      By:   Warburg Pincus & Co., its managing member
                      By:   /s/ Robert B. Knauss
                            ----------------------------------------------------
                            Robert B. Knauss
                            Partner

                      WARBURG PINCUS X GP L.P.

                      By:   WPP GP LLC, its general partner
                      By:   Warburg Pincus Partners, L.P., its managing member
                      By:   Warburg Pincus Partners GP LLC, its general partner
                      By:   Warburg Pincus & Co., its managing member
                      By:   /s/ Robert B. Knauss
                            ----------------------------------------------------
                            Robert B. Knauss
                            Partner

                      WPP GP LLC

                      By:   Warburg Pincus Partners, L.P., its managing member
                      By:   Warburg Pincus Partners GP LLC, its general partner
                      By:   Warburg Pincus & Co., its managing member
                      By:   /s/ Robert B. Knauss
                            ----------------------------------------------------
                            Robert B. Knauss
                            Partner

                      WARBURG PINCUS PARTNERS, L.P.

                      By:   Warburg Pincus Partners GP LLC, its general partner
                      By:   Warburg Pincus & Co., its managing member
                      By:   /s/ Robert B. Knauss
                            ----------------------------------------------------
                            Robert B. Knauss
                            Partner

                      WARBURG PINCUS PARTNERS GP LLC

                      By:   Warburg Pincus & Co., its managing member
                      By:   /s/ Robert B. Knauss
                            ----------------------------------------------------
                            Robert B. Knauss
                            Partner

                      WARBURG PINCUS & CO.

                      By:   /s/ Robert B. Knauss
                            ----------------------------------------------------
                            Robert B. Knauss
                            Partner

                      WARBURG PINCUS LLC

                      By:   /s/ Robert B. Knauss
                            ----------------------------------------------------
                            Robert B. Knauss
                            Partner, Managing Director

                      CHARLES R. KAYE

                      By:   /s/ Robert B. Knauss
                            ----------------------------------------------------
                            Robert B. Knauss, Attorney-in-Fact*

                      JOSEPH P. LANDY

                      By:   /s/ Robert B. Knauss
                            ----------------------------------------------------
                            Robert B. Knauss, Attorney-in-Fact*

*The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously
filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an
exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P.
with respect to Laredo Petroleum Holdings, Inc. (now known as Laredo Petroleum,
Inc.) and is hereby incorporated by reference.