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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WEB.COM GROUP, INC. [ WWWW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/08/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 05/08/2013 | A | 4,250(1) | A | $0 | 21,000 | D | |||
Common Stock | 5,800,150 | I | See footnote 2 as continued.(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $19.24 | 05/08/2013 | A | 8,500(3) | (4) | 05/07/2023 | Common Stock | 8,500 | $0 | 8,500 | D | ||||
Stock Option (Right to Buy) | $19.24 | 05/08/2013 | A | 7,125(5) | (4) | 05/07/2023 | Common Stock | 7,125 | $0 | 7,125 | D |
Explanation of Responses: |
1. Award of restricted common stock granted under the Amended and Restated 2005 Non-Employee Directors' Stock Plan. Restrictions will lapse on May 8, 2014. |
2. GA-NWS Investor LLC ("GA Investor") directly beneficially owns 5,800,150 shares of common stock. General Atlantic Partners 83, L.P. ("GAP 83") is the controlling member of GA Investor and indirectly beneficially owns 3,793,996 of the shares of common stock held by GA Investor; GAP-W, LLC ("GAP-W") is a member of GA Investor and indirectly beneficially owns 1,450,038 of the shares of common stock held by GA Investor; GapStar, LLC ("GapStar") is a member of GA Investor and indirectly beneficially owns 87,002 of the shares of common stock held by GA Investor; GAPCO GmbH & Co. KG ("KG") is a member of GA Investor and indirectly beneficially owns 16,009 of the shares of common stock held by GA Investor; (cont'd in FN 3). |
3. (cont'd FN 2) GAP Coinvestments CDA, L.P. ("CDA") is a member of GA Investor and indirectly beneficially owns 7,250 of the shares of common stock held by GA Investor; GAP Coinvestments III, LLC ("GAPCO III") is a member of GA Investor and indirectly beneficially owns 367,405 of the shares of common stock held by GA Investor; GAP Coinvestments IV, LLC ("GAPCO IV") is a member of GA Investor and indirectly beneficially owns 78,450 of the shares of common stock held by GA Investor. (cont'd FN 4). |
4. (cont'd FN 2: General Atlantic LLC ("General Atlantic") is the general partner of General Atlantic GenPar, L.P., which is the general partner of GAP 83. GAP 83 is the controlling member, and GAP-W, GapStar, KG, CDA, GAPCO III and GAPCO IV are each members of, GA Investor. The officers of GapStar and the managing directors of GA Investor are managing directors of General Atlantic. General Atlantic is the managing member of GAPCO III and GAPCO IV. GAPCO Management GmbH ("GmbH Management") is the general partner of KG. Certain managing directors of General Atlantic make investment decisions for GmbH Management. GmbH Management may be deemed to beneficially own the shares of common stock reported as beneficially owned by KG. Mr. Levy is a managing director of General Atlantic and GA Investor. Mr. Levy disclaims beneficial ownership of such shares beneficially owned by them except to the extent of his pecuniary interest therein. |
5. Footnote 3: Stock Options granted under the Amended and Restated 2005 Non-Employee directors' Plan. Footnote 4: Stock Options vest in equal monthy installments for a period of one year from the date of grant. Footnote 5: Stock options granted under the Amended and Restated 2008 Equity Incentive Plan. |
/s/ Anton J. Levy | 05/09/2013 | |
** 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. |