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^*

PAREKH DEVEN

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

680 FIFTH AVENUE, 8TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEBSITE PROS INC [ WSPI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2005

4. 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 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)
Common Stock	11/07/2005		C		495,619	A	⁽¹⁾	495,619	I	See Footnotes⁽²⁾⁽⁶⁾
Common Stock	11/07/2005		S		142,689	D	$9.3	352,930	I	See Footnotes⁽²⁾⁽⁶⁾
Common Stock	11/07/2005		C		456,868	A	⁽¹⁾	456,868	I	See Footnotes⁽³⁾⁽⁶⁾
Common Stock	11/07/2005		S		131,533	D	$9.3	325,335	I	See Footnotes⁽³⁾⁽⁶⁾
Common Stock	11/07/2005		C		29,457	A	⁽¹⁾	29,457	I	See Footnotes⁽⁴⁾⁽⁶⁾
Common Stock	11/07/2005		S		8,481	D	$9.3	20,976	I	See Footnotes⁽⁴⁾⁽⁶⁾
Common Stock	11/07/2005		C		3,707,182	A	⁽¹⁾	3,707,182	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock	11/07/2005		S		1,067,297	D	$9.3	2,639,885	I	See Footnotes⁽⁵⁾⁽⁶⁾

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)
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/07/2005		C			495,619	⁽¹⁾	⁽¹⁾	Common Stock	495,619	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁶⁾
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/07/2005		C			456,868	⁽¹⁾	⁽¹⁾	Common Stock	456,868	⁽¹⁾	0	I	See Footnotes⁽³⁾⁽⁶⁾
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/07/2005		C			29,457	⁽¹⁾	⁽¹⁾	Common Stock	29,457	⁽¹⁾	0	I	See Footnotes⁽⁴⁾⁽⁶⁾
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/07/2005		C			3,707,182	⁽¹⁾	⁽¹⁾	Common Stock	3,707,182	⁽¹⁾	0	I	See Footnotes⁽⁵⁾⁽⁶⁾
Stock Options (right to buy)	$10	11/07/2005		A		40,000		⁽⁷⁾	11/06/2015	Common Stock	40,000	⁽⁸⁾	40,000	D

Explanation of Responses:

1. The Issuer's Series A Convertible Redeemable Preferred Stock automatically converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering.

2. Shares are owned by Insight Venture Partners (Cayman) IV, L.P.

3. Shares are owned by Insight Venture Partners IV (Co-Investors), L.P.

4. Shares are owned by Insight Venture Partners IV (Fund B), L.P.

5. Shares are owned by Insight Venture Partners IV, L.P.

6. Insight Venture Associates IV, LLC is the general partner of each of Insight Venture Partners IV, L.P., Insight Venture Partners IV (Fund B), L.P., Insight Venture Partners IV (Co-Investors), L.P., and Insight Venture Partners (Cayman) IV, L.P. Deven Parekh is a member of the Board of Managers of Insight Holdings Group, LLC, which is the managing member of Insight Venture Associates IV, LLC.

7. 1/36th of the shares subject to the option vest monthly over 36 months commencing on the first day that the Issuer's Common Stock is publicly traded.

8. Stock option to purchase 40,000 shares of Issuer's Common Stock automatically granted under the 2005 Non-Employee Directors' Stock Option Plan upon the closing of Issuer's initial public offering.

	/s/ Rose L. Standifer - Attorney-In-Fact for Deven Parekh	11/07/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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