0001104659-17-007842.txt : 20170209 0001104659-17-007842.hdr.sgml : 20170209 20170209164137 ACCESSION NUMBER: 0001104659-17-007842 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170209 DATE AS OF CHANGE: 20170209 GROUP MEMBERS: CHRISTOPHER P. MARSHALL GROUP MEMBERS: DAVID L. YUAN GROUP MEMBERS: JAY C. HOAG GROUP MEMBERS: JOHN C. ROSENBERG GROUP MEMBERS: JOHN L. DREW GROUP MEMBERS: JON Q. REYNOLDS, JR. GROUP MEMBERS: RICHARD H. KIMBALL GROUP MEMBERS: ROBERT W. TRUDEAU GROUP MEMBERS: TCV MEMBER FUND, L.P. GROUP MEMBERS: TCV VII (A), L.P. GROUP MEMBERS: TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P. GROUP MEMBERS: TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD. GROUP MEMBERS: TIMOTHY P. MCADAM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GoDaddy Inc. CENTRAL INDEX KEY: 0001609711 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 465769934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89010 FILM NUMBER: 17588134 BUSINESS ADDRESS: STREET 1: 14455 N. HAYDEN ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: (480)505-8800 MAIL ADDRESS: STREET 1: 14455 N. HAYDEN ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCV VII LP CENTRAL INDEX KEY: 0001420295 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 528 Ramona Street CITY: Palo Alto STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-8200 MAIL ADDRESS: STREET 1: 528 Ramona Street CITY: Palo Alto STATE: CA ZIP: 94301 SC 13G/A 1 a17-4018_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1 (b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

 

GoDaddy Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

380237107

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 23

Exhibit Index on Page 23

 



 

CUSIP # 380237107

 

Page 2 of 23

 

 

1

Name of Reporting Persons
TCV VII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
9,337,160 shares of Class A Common Stock (A)

 

6

Shared Voting Power
-0- shares of Class A Common Stock

 

7

Sole Dispositive Power
9,337,160 shares of Class A Common Stock (A)

 

8

Shared Dispositive Power
-0- shares of Class A Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,337,160 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.6%

 

 

12

Type of Reporting Person*
PN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 3 of 23

 

 

1

Name of Reporting Persons
TCV VII (A), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
4,849,007 shares of Class A Common Stock (A)

 

6

Shared Voting Power
-0- shares of Class A Common Stock

 

7

Sole Dispositive Power
4,849,007 shares of Class A Common Stock (A)

 

8

Shared Dispositive Power
-0- shares of Class A Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,849,007 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
5.5%

 

 

12

Type of Reporting Person*
PN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 4 of 23

 

 

1

Name of Reporting Persons
TCV Member Fund, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
80,913 shares of Class A Common Stock (A)

 

6

Shared Voting Power
-0- shares of Class A Common Stock

 

7

Sole Dispositive Power
80,913 shares of Class A Common Stock (A)

 

8

Shared Dispositive Power
-0- shares of Class A Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
80,913 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person*
PN

 


(A) Please see Item 4

 



 

CUSIP # 380237107

 

Page 5 of 23

 

 

1

Name of Reporting Persons
Technology Crossover Management VII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
14,186,167 shares of Class A Common Stock (A)

 

6

Shared Voting Power
-0- shares of Class A Common Stock

 

7

Sole Dispositive Power
14,186,167 shares of Class A Common Stock (A)

 

8

Shared Dispositive Power
-0- shares of Class A Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,186,167 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
PN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 6 of 23

 

 

1

Name of Reporting Persons
Technology Crossover Management VII, Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
14,267,080 shares of Class A Common Stock (A)

 

6

Shared Voting Power
-0- shares of Class A Common Stock

 

7

Sole Dispositive Power
14,267,080 shares of Class A Common Stock (A)

 

8

Shared Dispositive Power
-0- shares of Class A Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,267,080 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
OO

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 7 of 23

 

 

1

Name of Reporting Persons
Jay C. Hoag

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

 

6

Shared Voting Power
14,267,080 shares of Class A Common Stock (A)

 

7

Sole Dispositive Power
-0- shares of Class A Common Stock

 

8

Shared Dispositive Power
14,267,080 shares of Class A Common Stock (A)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,267,080 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
IN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 8 of 23

 

 

1

Name of Reporting Persons
Richard H. Kimball

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

 

6

Shared Voting Power
14,267,080 shares of Class A Common Stock (A)

 

7

Sole Dispositive Power
-0- shares of Class A Common Stock

 

8

Shared Dispositive Power
14,267,080 shares of Class A Common Stock (A)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,267,080 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
IN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 9 of 23

 

 

1

Name of Reporting Persons
John L. Drew

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

 

6

Shared Voting Power
14,267,080 shares of Class A Common Stock (A)

 

7

Sole Dispositive Power
-0- shares of Class A Common Stock

 

8

Shared Dispositive Power
14,267,080 shares of Class A Common Stock (A)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,267,080 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
IN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 10 of 23

 

 

1

Name of Reporting Persons
Jon Q. Reynolds, Jr.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

 

6

Shared Voting Power
14,267,080 shares of Class A Common Stock (A)

 

7

Sole Dispositive Power
-0- shares of Class A Common Stock

 

8

Shared Dispositive Power
14,267,080 shares of Class A Common Stock (A)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,267,080 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
IN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 11 of 23

 

 

1

Name of Reporting Persons
Robert W. Trudeau

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

 

6

Shared Voting Power
14,267,080 shares of Class A Common Stock (A)

 

7

Sole Dispositive Power
-0- shares of Class A Common Stock

 

8

Shared Dispositive Power
14,267,080 shares of Class A Common Stock (A)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,267,080 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
IN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 12 of 23

 

 

1

Name of Reporting Persons
Christopher P. Marshall

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

 

6

Shared Voting Power
14,267,080 shares of Class A Common Stock (A)

 

7

Sole Dispositive Power
-0- shares of Class A Common Stock

 

8

Shared Dispositive Power
14,267,080 shares of Class A Common Stock (A)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,267,080 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
IN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 13 of 23

 

 

1

Name of Reporting Persons
Timothy P. McAdam

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

 

6

Shared Voting Power
14,267,080 shares of Class A Common Stock (A)

 

7

Sole Dispositive Power
-0- shares of Class A Common Stock

 

8

Shared Dispositive Power
14,267,080 shares of Class A Common Stock (A)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,267,080 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
IN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 14 of 23

 

 

1

Name of Reporting Persons
John C. Rosenberg

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

 

6

Shared Voting Power
14,267,080 shares of Class A Common Stock (A)

 

7

Sole Dispositive Power
-0- shares of Class A Common Stock

 

8

Shared Dispositive Power
14,267,080 shares of Class A Common Stock (A)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,267,080 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
IN

 


(A) Please see Item 4.

 



 

CUSIP # 380237107

 

Page 15 of 23

 

 

1

Name of Reporting Persons
David L. Yuan

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares of Class A Common Stock

 

6

Shared Voting Power
14,267,080 shares of Class A Common Stock (A)

 

7

Sole Dispositive Power
-0- shares of Class A Common Stock

 

8

Shared Dispositive Power
14,267,080 shares of Class A Common Stock (A)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,267,080 shares of Class A Common Stock (A)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
14.7%

 

 

12

Type of Reporting Person*
IN

 


(A) Please see Item 4.

 



 

 

 

Page 16 of 23

 

 

Item 1(a).

Name of Issuer
GoDaddy Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices
14455 N. Hayden Road

Scottsdale, AZ 85260

 

Item 2(a).

Name of Persons Filing
This statement is being filed by (1) TCV VII, L.P., a Cayman Islands exempted limited partnership (“TCV VII”), (2) TCV VII (A), L.P., a Cayman Islands exempted limited partnership (“TCV VII(A)”), (3) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund” and, together with TCV VII and TCV VII(A), the “TCV Funds”), (4) Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership (“TCM VII”), (5) Technology Crossover Management VII, Ltd., a Cayman Islands exempted company (“Management VII”), (6) Jay C. Hoag (“Mr. Hoag”), (7) Richard H. Kimball (“Mr. Kimball”), (8) John L. Drew (“Mr. Drew”), (9) Jon Q. Reynolds, Jr. (“Mr. Reynolds”), (10) Robert W. Trudeau (“Mr. Trudeau”), (11) Christopher P. Marshall (“Mr. Marshall”), (12) Timothy P. McAdam (“Mr. McAdam”), (13), John C. Rosenberg (“Mr. Rosenberg”) and (14) David L. Yuan (“Mr. Yuan”). Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Trudeau, Mr. Marshall, Mr. McAdam, Mr. Rosenberg and Mr. Yuan are collectively referred to as the “Members.” The TCV Funds, TCM VII, Management VII and the Members are sometimes collectively referred to herein as the “Reporting Persons.”

Item 2(b).

Address of Principal Office
The mailing address for each of the Reporting Persons is:

c/o Technology Crossover Ventures

528 Ramona Street

Palo Alto, California 94301

Item 2(c)

Citizenship
Each of TCV VII, TCV VII(A), Member Fund and TCM VII are Cayman Islands exempted limited partnerships. Management VII is a Cayman Islands exempted company. The Members are each United States citizens.

Item 2(d) and (e).

Title of Class of Securities and CUSIP Number
Class A Common Stock, par value $0.001 per share (“Class A Common Stock”)

CUSIP Number: 380237107

 

Item 3.

Not applicable.

 



 

 

 

Page 17 of 23

 

 

Item 4.

Ownership

The following information with respect to the beneficial ownership of the Class A Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2016:

 

 

 

 

 

 

 

(c) Number of shares as to which
person has:

 

Name of Reporting Person

 

(a) Amount
beneficially owned

 

(b) Percent of
Class*

 

Sole power to vote
or to direct the
vote, and sole
power to dispose
or to direct the
disposition of

 

Shared power to
vote or to direct
the vote, and
shared power to
dispose or to
direct the
disposition of

 

TCV VII, L.P.

 

9,337,160

**

9.6

%

9,337,160

**

 

TCV VII (A), LP

 

4,849,007

 

5.5

%

4,849,007

 

 

TCV Member Fund, L.P.

 

80,913

0.1

%

80,913

 

Technology Crossover Management VII, L.P.

 

14,186,167

**

14.7

%

14,186,167

**

 

Technology Crossover Management VII, Ltd.

 

14,267,080

**†

14.7

%

14,267,080

**†

 

Jay C. Hoag

 

14,267,080

**†

14.7

%

 

14,267,080

**†

Richard H. Kimball

 

14,267,080

**†

14.7

%

 

14,267,080

**†

John L. Drew

 

14,267,080

**†

14.7

%

 

14,267,080

**†

Jon Q. Reynolds, Jr.

 

14,267,080

**†

14.7

%

 

14,267,080

**†

Robert W. Trudeau

 

14,267,080

**†

14.7

%

 

14,267,080

**†

Christopher P. Marshall

 

14,267,080

**†

14.7

%

 

14,267,080

**†

Timothy P. McAdam

 

14,267,080

**†

14.7

%

 

14,267,080

**†

John C. Rosenberg

 

14,267,080

**†

14.7

%

 

14,267,080

**†

David L. Yuan

 

14,267,080

**†

14.7

%

 

14,267,080

**†

 


*                 The ownership percentages in this table calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (“Rule 13d-3”) are based on 87,469,399 shares of Class A Common Stock outstanding as of October 28, 2016, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2016, plus the number of shares of Class A Common Stock that may be received upon exchange of limited liability company units of Desert Newco, LLC and an equal number of shares of Class B Common Stock of the Issuer (collectively, “Units of Desert Newco, LLC” and which together are exchangeable on a one-for-one basis for shares of Class A Common Stock of the Issuer) beneficially owned by the Reporting Person.

**          Includes beneficial ownership based on 9,337,160 Units of Desert Newco, LLC held by TCV VII, L.P.

                 Includes beneficial ownership based on 80,913 Units of Desert Newco, LLC held by TCV Member Fund, L.P.

 

Each of the TCV Funds has the sole power to dispose or direct the disposition of the shares which it holds directly, and has the sole power to vote or direct the vote of such shares.

 

Each of (i) Management VII, as the ultimate general partner of TCV VII and TCV VII(A) and a general partner of Member Fund, and (ii) TCM VII, as the direct general partner of TCV VII and TCV VII(A), may also be deemed to have sole power to dispose or direct the disposition of the shares held by TCV VII and TCV VII(A) and, with respect to Management VII, the shares held by Member Fund, and have the sole power to direct the vote of such shares. Each of Management VII and TCM VII disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.

 

Each of the Members is a Class A Director of Management VII. In their capacity as Class A Directors of Management VII, the Members may be deemed to have the shared power to dispose or direct the disposition of the shares held by TCV VII and TCV VII(A) and the shares held by Member Fund and the shared power to direct the vote of such shares. Each of the Members and Management VII disclaim beneficial ownership of the securities owned by TCM VII, TCV VII, TCV VII(A) and Member Fund except to the extent of their respective pecuniary interest therein.

 

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

 



 

 

 

Page 18 of 23

 

Entities affiliated with each of Kohlberg Kravis Roberts & Co. L.P., Silver Lake Partners, Technology Crossover Ventures and Mr. Robert Parsons (collectively, the “Stockholders”) are parties to a Stockholder Agreement (the “Stockholder Agreement”), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.

 

By virtue of the Stockholder Agreement and the obligations and rights thereunder, the Reporting Persons, the Stockholders and/or certain of their affiliates may be deemed to constitute a “group” for purposes of Section 13(d) of the Exchange Act. Based in part on information provided by the Issuer, such a “group” would be deemed to beneficially own an aggregate of 109,746,781 shares of Class A Common Stock, or 67.5% of the Class A Common Stock of the Issuer calculated pursuant to Rule 13d-3. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with Silver Lake Partners, Kohlberg Kravis Roberts & Co. L.P. and Mr. Parsons are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock.

 

If all Units of Desert Newco, LLC held by the Reporting Persons and all other holders were exchanged for newly issued shares of Class A Common Stock, there would be a total of 166,057,342 shares of Class A Common Stock outstanding as of October 28, 2016, as set forth in the Quarterly Report on Form 10-Q filed by the Issuer on November 3, 2016, and the Reporting Persons would be deemed, in the aggregate, to be the beneficial owners of 8.6% of the outstanding Class A Common Stock.

 

Except as set forth in this Item 4, each of the Reporting Persons disclaims beneficial ownership of any shares owned beneficially or of record by any other Reporting Person.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

 

 

Item 8.

Identification and Classification of Members of the Group.

See Item 4 above.

 

 

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

 

 

Item 10.

Certification.

Not applicable.

 

 



 

 

 

Page 19 of 23

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 9, 2017

 

 

 

 

 

 

TCV VII, L.P.

 

a Cayman Islands exempted limited partnership, acting by its general partner

 

 

 

Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership,acting by its general partner

 

 

 

Technology Crossover Management VII, Ltd., a Cayman Islands exempted company

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Authorized Signatory

 

 

 

 

TCV VII (A), L.P.
a Cayman Islands exempted limited partnership, acting by its general partner

 

 

 

Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership,acting by its general partner

 

 

 

Technology Crossover Management VII, Ltd., a Cayman Islands exempted company

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Authorized Signatory

 



 

 

 

Page 20 of 23

 

 

TCV MEMBER FUND, L.P.

 

a Cayman Islands exempted limited partnership, acting by its general partner

 

 

 

Technology Crossover Management VII, Ltd., a Cayman Islands exempted company

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Authorized Signatory

 

 

 

 

TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.
a Cayman Islands exempted limited partnership, acting by its general partner

 

 

 

Technology Crossover Management VII, Ltd., a Cayman Islands exempted company

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Authorized Signatory

 

 

 

 

TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD., a Cayman Islands exempted company

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Authorized Signatory

 

 

 

 

JAY C. HOAG

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Attorney in Fact

 



 

 

 

Page 21 of 23

 

 

RICHARD H. KIMBALL

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Attorney in Fact

 

 

 

 

JOHN L. DREW

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Attorney in Fact

 

 

 

 

JON Q. REYNOLDS, JR.

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Attorney in Fact

 

 

 

 

ROBERT W. TRUDEAU

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Attorney in Fact

 

 

 

 

CHRISTOPHER P. MARSHALL

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Attorney in Fact

 



 

 

 

Page 22 of 23

 

 

TIMOTHY P. MCADAM

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Attorney in Fact

 

 

 

 

JOHN C. ROSENBERG

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Attorney in Fact

 

 

 

 

DAVID L. YUAN

 

 

 

 

By:

/s/ Frederic D. Fenton

 

Name:

Frederic D. Fenton

 

Title:

Attorney in Fact

 



 

 

 

Page 23 of 23

 

EXHIBIT INDEX

 

Exhibit

 

Exhibit 1: Agreement of Joint Filing dated February 11, 2016 (incorporated by reference from Exhibit 1 to Schedule 13G relating to the Common Stock of GoDaddy Inc. filed on February 11, 2016).

Exhibit 2: Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to Schedule 13D relating to the Common Stock of Interactive Brokers Group, Inc. filed on July 10, 2009).

Exhibit 3: Statement Appointing Designated Filer and Authorized Signatories dated August 6, 2010 (incorporated by reference to Exhibit 5 to the Schedule 13D relating to the Common Stock of Green Dot Corporation filed on August 6, 2010).

Exhibit 4: Statement Appointing Designated Filer and Authorized Signatories dated December 31, 2010 (incorporated by reference to Exhibit 6 to the Schedule 13D relating to the Common Stock of K12 Inc. filed on May 5, 2011).