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^*

KKR Fund Holdings L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2017

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)
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)
Class A Common Stock	05/10/2017		S		3,246,075	D	$37.4412⁽¹⁾	6,971,269	I	See Footnotes⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Class A Common Stock	05/10/2017		S		1,575,997	D	$37.4412⁽¹⁾	3,304,998	I	See Footnotes⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Class A Common Stock	05/10/2017		C⁽²⁾		2,806,245	A	⁽²⁾	3,180,392	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Class A Common Stock	05/10/2017		S		2,806,245	D	$37.4412⁽¹⁾	374,147	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Class A Common Stock	05/10/2017		C⁽²⁾		308,879	A	⁽²⁾	345,743	I	See Footnotes⁽⁶⁾⁽¹⁰⁾
Class A Common Stock	05/10/2017		S		308,879	D	$37.4412⁽¹⁾	36,864	I	See Footnotes⁽⁶⁾⁽¹⁰⁾
Class A Common Stock	05/10/2017		C⁽²⁾		67,449	A	⁽²⁾	75,499	I	See Footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
Class A Common Stock	05/10/2017		S		67,449	D	$37.4412⁽¹⁾	8,050	I	See Footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾

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)
Units of Desert Newco, LLC⁽²⁾	⁽¹¹⁾	05/10/2017		C⁽²⁾			67,449	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	67,449	$0	277,887	I	See Footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
Units of Desert Newco, LLC⁽²⁾	⁽¹¹⁾	05/10/2017		C⁽²⁾			308,879	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	308,879	$0	1,272,546	I	See Footnotes⁽⁶⁾⁽¹⁰⁾
Units of Desert Newco, LLC⁽²⁾	⁽¹¹⁾	05/10/2017		C⁽²⁾			2,806,245	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	2,806,245	$0	11,561,437	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Units of Desert Newco, LLC⁽²⁾	⁽¹¹⁾	05/10/2017		S⁽¹²⁾			45,122	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	45,122	$37.4412⁽¹²⁾	232,765	I	See Footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
Units of Desert Newco, LLC⁽²⁾	⁽¹¹⁾	05/10/2017		S⁽¹²⁾			206,627	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	206,627	$37.4412⁽¹²⁾	1,065,919	I	See Footnotes⁽⁶⁾⁽¹⁰⁾
Units of Desert Newco, LLC⁽²⁾	⁽¹¹⁾	05/10/2017		S⁽¹²⁾			1,877,269	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	1,877,269	$37.4412⁽¹²⁾	9,684,168	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

KKR Fund Holdings L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KKR Fund Holdings GP Ltd

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KKR Group Holdings L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KKR Group Ltd

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KKR & Co. L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KKR Management LLC

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KRAVIS HENRY R

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ROBERTS GEORGE R

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This amount represents the $38.50 secondary public offering price per share of Class A Common Stock of the Issuer less the underwriting discount of $1.05875 per share for shares sold pursuant to an underwritten public offering.

2. Pursuant to the terms of an exchange agreement, "Units of Desert Newco, LLC", which represent limited liability company units of Desert Newco, LLC, and an equal number of shares of Class B Common Stock of GoDaddy Inc. (the "Issuer"), were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer.

3. Shares of the Issuer are held by KKR 2006 GDG Blocker L.P. ("KKR 2006 GDG").

4. Shares of Class A Common Stock of the Issuer are held by GDG Co-Invest Blocker L.P. ("GDG Co-Invest"). GDG Co-Invest GP LLC is the general partner of GDG Co-Invest.

5. Securities are held by KKR 2006 Fund (GDG) L.P. ("KKR 2006 Fund"). KKR Associates 2006 AIV L.P. ("KKR Associates 2006") is the general partner of KKR 2006 Fund.

6. Securities are held by KKR Partners III, L.P. ("KKR Partners III"). KKR III GP LLC is the general partner of KKR Partners III. Messrs. Henry R. Kravis and George R. Roberts are the managers of KKR III GP LLC.

7. Securities are held by OPERF Co-Investment LLC ("OPERF"). KKR Associates 2006 L.P. is the manager of OPERF. KKR 2006 GP LLC is the general partner of KKR Associates 2006 L.P. KKR Fund Holdings L.P. is the designated member of KKR 2006 GP LLC. KKR Fund Holdings GP Limited is a general partner of KKR Funds Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P.

8. KKR 2006 AIV GP LLC is the general partner of KKR 2006 GDG, the sole member of GDG Co-Invest GP LLC and the general partner of KKR Associates 2006. KKR Management Holdings L.P. is the designated member of KKR 2006 AIV GP LLC. KKR Management Holdings Corp. is the general partner of KKR Management Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Management Holdings Corp.

9. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.

10. Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

11. Pursuant to an exchange agreement, Units of Desert Newco, LLC are exchangeable on a one-on-one basis for shares of Class A Common Stock at the discretion of the holder. The exchange rights under this exchange agreement do not expire.

12. Represents a purchase of limited liability company units of Desert Newco, LLC, by the Issuer at $38.50 per share, the public offering price per share of Class A Common Stock, less an amount equal to the underwriting discount of $1.05875 per share. In connection with the purchase, an equivalent number of shares of Class B Common Stock of the Issuer were cancelled.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Partners III, KKR III GP LLC, OPERF, KKR Associates 2006 L.P., KKR 2006 GP LLC, GDG Co-Invest Blocker L.P., GDG Co-Invest GP LLC, KKR 2006 Fund (GDG) L.P., KKR Associates 2006 AIV L.P., KKR 2006 GDG Blocker L.P., KKR 2006 AIV GP LLC, KKR Management Holdings L.P., and KKR Management Holdings Corp. have filed a separate Form 4.

	KKR FUND HOLDINGS L.P. By: KKR Fund Holdings GP Limited, a general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director	05/11/2017
	KKR FUND HOLDINGS GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director	05/11/2017
	KKR GROUP HOLDINGS L.P. By: KKR Group Limited, its General Partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director	05/11/2017
	KKR GROUP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director	05/11/2017
	KKR & Co. L.P. By: KKR Management LLC, its General Partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer	05/11/2017
	KKR MANAGEMENT LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer	05/11/2017
	HENRY R. KRAVIS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for Henry R. Kravis	05/11/2017
	GEORGE R. ROBERTS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for George R. Roberts	05/11/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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