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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
WEB.COM GROUP, INC. [ WWWW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/27/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Restricted Stock | 10/27/2011 | A | 12,500(1) | A | $9.8 | 12,500 | D | |||
Common Stock | 10/27/2011 | J | 1,563,716(2) | D | $0 | 16,436,284 | I | See Footnotes 3 and 4(3)(4) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $9.8 | 10/27/2011 | A | 25,000 | (5) | 10/27/2021 | Common Stock | 25,000 | $9.8 | 25,000 | D |
Explanation of Responses: |
1. The shares of restricted common stock, automatically granted on October 27, 2011 under the Amended and Restated 2005 Non-Employee Directors' Stock Plan (the "2005 Plan"), vest in series of three successive equal annual installments measured from the date of grant. |
2. Reflects (i) the distribution on October 27, 2011 of an aggregate of 1,356,342 shares of common stock of the issuer, (the "common stock") held by NWS Holdings LLC ("Holdings"), pro rata and for no additional consideration to certain members of Holdings, (ii) the delivery, on October 27, 2011, by Holdings of an aggregate of 207,374 shares of common stock to certain employees of Holdings or its subsidiaries as settlement in accordance with their applicable award agreements and (iii) the subsequent distribution on October 27, 2011 by NWS Executive Incentive Plan LLC ("NWS Plan"), a member of Holdings, of 135,191 shares of common stock received by it from Holdings, pro rata without payment of additional consideration to members of the NWS Plan. |
3. Following the transactions described in footnote (2) an aggregate of 3,311,592 shares of common stock were directly owned by Holdings and an aggregate of 13,124,692 shares of common stock were directly owned by GA-Investor. |
4. General Atlantic LLC ("General Atlantic") is the general partner of General Atlantic GenPar, L.P., which is the general partner of General Atlantic Partners 83, L.P. ("GAP 83"). GAP 83 is the controlling member, and GAP-W, LLC, GapStar, LLC, GAPCO GmbH & Co. KG, GAP Coinvestments CDA, L.P., GAP Coinvestments III, LLC and GAP Coinvestments IV, LLC are each members, of GA Investor. GA Investor owns a controlling interest in and is entitled to appoint all of the representatives of the board of directors of Holdings. The managing directors of GA Investor and certain members of the board of directors of Holdings are managing directors of General Atlantic. Mr. Levy is a managing director of General Atlantic and GA Investor and a member of the board of directors of Holdings. Mr. Levy disclaims beneficial ownership of such shares beneficially owned by them except to the extent of his pecuniary interest therein. |
5. The shares of common stock subject to this option automatically granted on October 27, 2011 under the 2005 Plan, vest in a series of 36 successive equal monthly installments measured from the date of grant. |
/s/ Anton Levy | 10/28/2011 | |
** 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 4 (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. |