Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
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, 2018
|
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
|
| ☐ |
Rule 13d-1(c)
|
| ☒ |
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).
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR 2006 GDG Blocker L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,106,336
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,106,336
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,106,336
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.7%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
2
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
GDG Co-Invest Blocker L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
457,523
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
457,523
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
457,523
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.3%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
3
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
GDG Co-Invest GP LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
457,523
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
457,523
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
457,523
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.3%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
4
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR 2006 Fund (GDG) L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,596,246
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,596,246
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,596,246
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.9%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
5
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR Associates 2006 AIV L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,596,246
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,596,246
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,596,246
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.9%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
6
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR 2006 AIV GP LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
3,160,105
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,160,105
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,160,105
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.9%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
7
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR Management Holdings L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
3,160,105
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,160,105
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,160,105
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.9%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
8
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR Management Holdings Corp.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
3,160,105
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,160,105
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,160,105
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.9%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (S
EE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
9
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR Partners III, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
171,379
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
171,379
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
171,379
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
10
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR III GP LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
171,379
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
171,379
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
171,379
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
11
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
OPERF Co-Investment LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
37,424
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
37,424
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
37,424
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
Less than 0.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
12
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR Associates 2006 L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
37,424
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
37,424
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
37,424
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
Less than 0.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
13
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR 2006 GP LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
37,424
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
37,424
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
37,424
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
Less than 0.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
14
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR Fund Holdings L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
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
|
|
|
|
|
37,424
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
37,424
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
37,424
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
Less than 0.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
15
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR Fund Holdings GP Limited
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
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
|
|
|
|
|
37,424
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
37,424
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
37,424
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
Less than 0.1%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
16
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR Group Holdings Corp.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
3,197,529
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,197,529
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,197,529
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.9%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
17
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR & Co. Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
3,197,529
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,197,529
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,197,529
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.9%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
18
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR Management LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
3,197,529
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,197,529
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,197,529
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.9%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
19
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
Henry R. Kravis
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
3,368,908
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
3,368,908
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,368,908
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
20
|
CUSIP No. 380237107
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
George R. Roberts
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
3,368,908
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
3,368,908
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,368,908
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
| ☐ |
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
21
STATEMENT ON SCHEDULE 13G
This is Amendment Number 3 to the Schedule 13G filed on February 12, 2016, as amended on February 10, 2017 and February 13, 2018. This Amendment No. 3
reflects, among other things, the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, pursuant to which KKR & Co. L.P. contributed all
of its interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated (the “KKR
Reorganization”). The KKR Reorganization did not involve any purchase or sale of securities of the issuer..
Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a
“Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), of GoDaddy Inc. (the
“Issuer”).
Item 1.
| (a) |
Name of Issuer.
|
GoDaddy Inc.
| (b) |
Address of Issuer’s Principal Executive Offices.
|
14455 N. Hayden Road
Scottsdale, AZ 85260
Item 2.
| (a) |
Name of Persons Filing.
|
KKR 2006 GDG Blocker L.P. (“KKR 2006 GDG”)
GDG Co-Invest Blocker L.P. (“GDG Co-Invest”)
GDG Co-Invest GP LLC
KKR 2006 Fund (GDG) L.P. (“KKR 2006 Fund”)
KKR Associates 2006 AIV L.P. (“KKR Associates 2006”)
KKR 2006 AIV GP LLC
KKR Management Holdings L.P.
KKR Management Holdings Corp.
KKR Partners III, L.P. (“KKR Partners III”)
KKR III GP LLC
OPERF Co-Investment LLC (“OPERF”)
KKR Associates 2006 L.P.
KKR 2006 GP LLC
KKR Fund Holdings L.P.
KKR Fund Holdings GP Limited
KKR Group Holdings Corp.
KKR & Co. Inc.
KKR Management LLC
Henry R. Kravis
George R. Roberts
| (b) |
Address of Principal Business Office, or, if none, Residence.
|
The principal business office for all persons filing (other than George R. Roberts) is:
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019
22
The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
| (c) |
Citizenship.
|
See Item 4 of each cover page.
| (d) |
Title of Class of Securities.
|
Class A Common Stock, par value $0.001 per share.
| (e) |
CUSIP Number.
|
380237107
Item 3.
Not applicable.
| Item 4. |
Ownership.
|
| (a) |
Amount beneficially owned:
|
The ownership percentages set forth below calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (“Rule 13d-3”), are based on 167,222,303 shares of Class A Common Stock outstanding as of November 2, 2018, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on November 7,
2018, 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.
KKR 2006 GDG may be deemed to be the beneficial owner of 1,106,336 shares of Class A Common Stock of the Issuer, which
represents 0.7% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3.
GDG Co-Invest may be deemed to be the beneficial owner of the 457,523 shares of Class A Common Stock of the Issuer, which
represents 0.3% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3. GDG Co-Invest GP LLC (as the general partner of GDG Co-Invest) may be deemed to be the beneficial owner of the shares of Class
A Common Stock beneficially owned by GDG Co-Invest, but disclaims beneficial ownership of such shares.
KKR 2006 Fund may be deemed to be the beneficial owner of 1,596,246 shares of Class A Common Stock of the Issuer, consisting
of the 374,147 shares of Class A Common Stock and 1,222,099 Units of Desert Newco, LLC that it holds, which represents 0.9% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3. KKR Associates 2006
(as the general partner of KKR 2006 Fund) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by KKR 2006 Fund, but disclaims beneficial ownership of such shares.
23
Each of KKR 2006 AIV GP LLC (as the general partner of KKR 2006 GDG, the sole member of GDG Co-Invest GP LLC and the general
partner of KKR Associates 2006), KKR Management Holdings L.P. (as the designated member of KKR 2006 AIV GP LLC) and KKR Management Holdings Corp. (as the general partner of KKR Management Holdings L.P.) may be deemed to be the beneficial owner
of the shares of Class A Common Stock beneficially owned by KKR 2006 GDG, GDG Co-Invest and KKR 2006 Fund, but each disclaims beneficial ownership of such shares.
KKR Partners III may be deemed to be the beneficial owner of 171,379 shares of Class A Common Stock of the Issuer, consisting
of the 36,864 shares of Class A Common Stock and 134,515 Units of Desert Newco, LLC that it holds, which represents 0.1% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3. KKR III GP LLC (as the
general partner of KKR Partners III) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by KKR Partners III, but disclaims beneficial ownership of such shares.
OPERF may be deemed to be the beneficial owner of 37,424 shares of Class A Common Stock of the Issuer, consisting of the
8,050 shares of Class A Common Stock and 29,374 Units of Desert Newco, LLC that it holds, which represents less than 0.1% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3. KKR Associates 2006
L.P. (as the manager of OPERF), KKR 2006 GP LLC (as the general partner of KKR Associates 2006 L.P.), KKR Fund Holdings L.P. (as the designated member of KKR 2006 GP LLC) and KKR Fund Holdings GP Limited (as a general partner of KKR Fund
Holdings L.P.) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by OPERF, but each disclaims beneficial ownership of such shares.
Each of KKR Group Holdings Corp. (as a general partner of KKR Fund Holdings L.P., the sole shareholder of KKR Fund Holdings
GP Limited and the sole shareholder of KKR Management Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.) and KKR Management LLC (as the Class B common stockholder of KKR & Co. Inc.) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by
KKR 2006 GDG, GDG Co-Invest, KKR 2006 Fund and OPERF, but each disclaims beneficial ownership of such shares.
Each of Henry R. Kravis and George R. Roberts (as the designated members of KKR Management LLC and the managing members of
KKR III GP LLC) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by KKR 2006 GDG, GDG Co-Invest, KKR 2006 Fund, KKR Partners III and OPERF, but each disclaims beneficial ownership of such shares.
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 173,516,600 shares of Class A Common Stock outstanding as of November 2, 2018, as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission
on November 7, 2018, and the Reporting Persons would be deemed, in the aggregate, to be the beneficial owners of 1.9% of the outstanding Class A Common Stock.
|
(b)
|
Percent of class:
|
See Item 4(a) above.
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or to direct the vote
|
See Item 5 of each cover page and Item 4(a) above.
24
| (ii) |
Shared power to vote or to direct the vote
|
See Item 6 of each cover page and Item 4(a) above.
| (iii) |
Sole power to dispose or to direct the disposition of
|
See Item 7 of each cover page and Item 4(a) above.
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
See Item 8 of each cover page and Item 4(a) above.
| Item 5. |
Ownership of Five Percent or Less of a Class:
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ☒.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
To the best knowledge of the Reporting Persons, no one other than such Reporting Persons, the partners, members, affiliates or shareholders of such
Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds, from, the sale of Class A Common Stock reported herein.
| 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.
|
Not Applicable.
| Item 9. |
Notice of Dissolution of Group.
|
Certain of the Reporting Persons and entities affiliated with Silver Lake Partners, Technology Crossover Ventures and Mr. Robert Parsons
(collectively, the “Stockholders”) were parties to a Stockholder Agreement (the “Stockholder Agreement”), which contained, 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 have previously been deemed to constitute a
“group” for purposes of Section 13(d) of the Securities Exchange Act of 1934. 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. In connection with a sale of shares of Class A Common Stock of the Issuer on August 17, 2018, the Reporting Persons no longer may be deemed to be members of a group with certain entities affiliated with
the other Stockholders by virtue of the Stockholders Agreement. Certain entities affiliated with Silver Lake Partners, Technology Crossover Ventures and Mr. Parsons are separately making Schedule 13G filings reporting their beneficial
ownership of shares of Class A Common Stock, as applicable.
| Item 10. |
Certifications.
|
Not applicable.
25
SIGNATURE
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.
February 13, 2019
|
KKR 2006 GDG BLOCKER L.P.
|
||
|
By:
|
KKR 2006 AIV GP LLC, its general partner
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Vice President
|
||
|
GDG CO-INVEST BLOCKER L.P.
|
||
|
By:
|
GDG Co-Invest GP LLC, its general partner
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Vice President
|
||
|
GDG CO-INVEST GP LLC
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Vice President
|
||
|
KKR 2006 FUND (GDG) L.P.
|
||
|
By:
|
KKR Associates 2006 AIV L.P., its general partner
|
|
|
By:
|
KKR 2006 AIV GP LLC, its general partner
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Vice President
|
||
26
|
KKR ASSOCIATES 2006 AIV L.P.
|
||
|
By:
|
KKR 2006 AIV GP LLC, its general partner
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Vice President
|
||
|
KKR 2006 AIV GP LLC
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Vice President
|
||
|
KKR MANAGEMENT HOLDINGS L.P.
|
||
|
By:
|
KKR Management Holdings Corp., its general partner
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Chief Financial Officer
|
||
|
KKR MANAGEMENT HOLDINGS CORP.
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Chief Financial Officer
|
||
|
KKR PARTNERS III, L.P.
|
||
|
By:
|
KKR III GP LLC, its general partner
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Member
|
||
|
KKR III GP LLC
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Member
|
||
|
OPERF CO-INVESTMENT LLC
|
||
|
By:
|
KKR Associates 2006 L.P., its manager
|
|
|
By
|
KKR 2006 GP LLC, its general partner
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Chief Financial Officer
|
||
27
|
KKR ASSOCIATES 2006 L.P.
|
||
|
By:
|
KKR 2006 GP LLC, its general partner
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Chief Financial Officer
|
||
|
KKR 2006 GP LLC
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Chief Financial Officer
|
||
|
KKR FUND HOLDINGS L.P.
|
||
|
By:
|
KKR Group Holdings Corp., a general partner
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Chief Financial Officer
|
||
|
KKR FUND HOLDINGS GP LIMITED
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Director
|
||
|
KKR GROUP HOLDINGS CORP.
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Chief Financial Officer
|
||
|
KKR & CO. INC.
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Chief Financial Officer
|
||
28
|
KKR MANAGEMENT LLC
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact for William J. Janetschek,
Chief Financial Officer
|
||
|
HENRY R. KRAVIS
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact
|
||
|
GEORGE R. ROBERTS
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
||
|
Title: Attorney-in-fact
|
||
29
EXHIBIT INDEX
|
Exhibit
Number
|
Title
|
|
|
Joint Filing Agreement, dated February 13, 2019
|
||
|
2
|
Powers of Attorney (incorporated by reference to Exhibit 2 to the Schedule 13G)
|
30