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^*

Mondre Greg

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

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)
Class A Common Stock	02/28/2019		C⁽¹⁾		2,892,378	A	⁽¹⁾	2,892,378	I	Held through SLP GD Investors, L.L.C.⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	02/28/2019		S		2,892,378	D	$75.4⁽²⁾	0	I	Held through SLP GD Investors, L.L.C.⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	02/28/2019		S		2,277,330	D	$75.4⁽²⁾	89,000	I	Held through SLP III Kingdom Feeder I, L.P.⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class A Common Stock	02/28/2019		J⁽⁷⁾		89,000	D	⁽⁷⁾	0	I	Held through SLP III Kingdom Feeder I, L.P.⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class A Common Stock	03/05/2018		G⁽⁸⁾		21,112	D	$0.00	0	D
Class A Common Stock	05/23/2018		G⁽⁸⁾		9,897	D	$0.00	0	D
Class A Common Stock	02/28/2019		G⁽⁸⁾	V	26,928	D	$0.00	0	D

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⁽¹⁾	⁽¹⁾	02/28/2019		C⁽¹⁾			2,892,378	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,892,378	$0.00	0	I	Held through SLP GD Investors, L.L.C.⁽³⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. 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"), are exchangeable on a one-for-one basis for shares of Class A Common Stock of the Issuer (each, a "Share') at the discretion of the holder. The exchange rights under this exchange agreement do not expire.

2. The proceeds per Share, before expenses, to the selling stockholders in an underwritten public offering is $75.40.

3. Silver Lake Group, L.L.C. is the managing member of SLTA III (GP), L.L.C., which is the general partner of Silver Lake Technology Associates III, L.P., which is the general partner of Silver Lake Partners III DE (AIV IV), L.P., which is the managing member of SLP GD Investors, L.L.C. ("SLP GD").

4. As the managing member of SLP GD, Silver Lake Partners III DE (AIV IV), L.P. may be deemed to beneficially own securities directly held by SLP GD. As the general partner of SLP III Kingdom Feeder I, L.P. ("Feeder I") and the general partner of the managing member of SLP GD, Silver Lake Technology Associates III, L.P. may be deemed to beneficially own securities directly held by each of Feeder I and SLP GD. As the general partner of Silver Lake Technology Associates III, L.P., SLTA III (GP), L.L.C., and its managing member, Silver Lake Group, L.L.C., may each be deemed to beneficially own securities directly held by each of Feeder I and SLP GD.

5. Gregory K. Mondre, who serves as a director of the Issuer, also serves as a Managing Partner and Managing Director of Silver Lake Group, L.L.C and may be deemed to beneficially own any securities beneficially owned by Silver Lake Group, L.L.C. 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, Mr. Mondre is the beneficial owner of any securities reported herein, and Mr. Mondre disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

6. Silver Lake Group, L.L.C. is the managing member of SLTA III (GP), L.L.C., which is the general partner of Silver Lake Technology Associates III, L.P. which is the general partner of Feeder I.

7. Represents distributions by Feeder I and certain of its affiliates of Shares to certain members of Silver Lake Group, L.L.C. or its affiliates as in-kind distributions. The receipt of Shares by each entity was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

8. Represents charitable donations of shares of Class A Common Stock immediately following the receipt by the reporting person of such Shares in connection with the distributions of Issuer securities reported above and previously reported on separate Forms 4 filed on March 7, 2018 and May 25, 2018. The receipt of such Shares by the reporting person was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

Remarks:

	By: /s/ Gregory K. Mondre	03/04/2019
	** Signature of Reporting Person	Date
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