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^*

Ravichandran Hari K

(Last)

(First)

(Middle)

C/O ENDURANCE INT'L GROUP HOLDINGS, INC.

10 CORPORATE DRIVE, SUITE 300

(Street)

BURLINGTON

01803

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Endurance International Group Holdings, Inc. [ EIGI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2014

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	11/26/2014		S⁽¹⁾		942,172	D	$13.92	4,866,844⁽²⁾	D
Common Stock								1,767,747	I	By the Ravichandran Family LLC⁽³⁾
Common Stock								217,309	I	By The 2013 Ravichandran Family GST Trust⁽⁴⁾
Common Stock								226,122⁽⁵⁾	I	By The Hari Ravichandran 2013 Grantor Retained Annuity Trust⁽⁶⁾
Common Stock								461,228⁽⁷⁾	I	By The HKR 2014 Grantor Retained Annuity Trust⁽⁸⁾

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)

Explanation of Responses:

1. The sale transaction reported on this Form 4 was effected as a part of an underwritten public offering of common stock by Endurance International Group Holdings, Inc. with the Reporting Person as a selling stockholder in the offering.

2. On October 6, 2014, the Reporting Person received a distribution of 235,106 shares of common stock of Endurance International Group Holdings, Inc. from The Hari Ravichandran 2013 Grantor Retained Annuity Trust without consideration therefor. On October 6, 2014, the Reporting Person transferred 461,228 shares of common stock of Endurance International Group Holdings, Inc. to The HKR 2014 Grantor Retained Annuity Trust without consideration therefor. There were no changes in the Reporting Person's beneficial ownership as a result of this distribution and transfer.

3. The Ravichandran Family LLC is a family limited liability company of which Mr. Ravichandran's wife is the manager. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. Mr. Ravichandran is the grantor of The 2013 Ravichandran Family GST Trust. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. On October 6, 2014,The Hari Ravichandran 2013 Grantor Retained Annuity Trust distributed 235,106 shares of the common stock of Endurance International Group Holdings, Inc. to the Reporting Person without consideration therefor. There were no changes in the Reporting Person's beneficial ownership as a result of this distribution.

6. Mr. Ravichandran is the grantor and trustee of The Hari Ravichandran 2013 Grantor Retained Annuity Trust. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

7. On October 6, 2014, the Reporting Person transferred 461,228 shares of common stock of Endurance International Group Holdings, Inc. to The HKR 2014 Grantor Retained Annuity Trust without consideration therefor. There were no changes in the Reporting Person's beneficial ownership as a result of this transfer.

8. Mr. Ravichandran is the grantor and trustee of The HKR 2014 Grantor Retained Annuity Trust. Mr. Ravichandran disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

	/s/ Jill A. DiGiovanni, attorney-in-fact	11/26/2014
	** 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).
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