Sec Form 13G Filing - Silver Lake Group L.L.C. @ GoDaddy Inc.

Sec Form 13G Filing - Silver Lake Group L.L.C. filing for GoDaddy Inc. (GDDY) - 2019-02-13

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.

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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

(Titles 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 of 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 in 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, as amended (the “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).

Schedule 13G

CUSIP No. 380237107

Page 2 of 13

(1)

The ownership percentage set forth above calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (“Rule 13d-3”), is based on a total of 167,222,303 shares of Class A Common Stock (as defined below) of GoDaddy Inc. (the “Issuer”) 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 (the “Commission”) on November 7, 2018, plus the number 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”, 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 (2,892,378 Units of Desert Newco, LLC).

Schedule 13G

CUSIP No. 380237107

Page 3 of 13

(2)

The ownership percentage set forth above c alculated pursuant to Rule 13d-3, is based on a total of 167,222,303 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2018, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Commission on November 7, 2018, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (2,892,378 Units of Desert Newco, LLC).

Schedule 13G

CUSIP No. 380237107

Page 4 of 13

(3)

The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 167,222,303 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2018, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Commission on November 7, 2018, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (2,892,378 Units of Desert Newco, LLC).

Schedule 13G

CUSIP No. 380237107

Page 5 of 13

(4)

Schedule 13G

CUSIP No. 380237107

Page 6 of 13

(5)

The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 167,222,303 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2018, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Commission on November 7, 2018, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (2,892,378 Units of Desert Newco, LLC).

Schedule 13G

CUSIP No. 380237107

Page 7 of 13

(6)

The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 167,222,303 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2018, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Commission on November 7, 2018, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (2,892,378 Units of Desert Newco, LLC).

Schedule 13G

CUSIP No. 380237107

Page 8 of 13

Item 1(a).

Name of Issuer:

GoDaddy Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

14455 N. Hayden Road

Scottsdale, AZ 85260

Item 2(a).

Name of Person Filing:

This Schedule 13G is being filed jointly by Silver Lake Group, L.L.C., a Delaware limited liability company (“SLG”), SLTA III (GP), L.L.C., a Delaware limited liability company (“SLTA”), Silver Lake Technology Associates III, L.P., a Delaware limited partnership (“Associates III”), SLP III Kingdom Feeder I, L.P., a Delaware limited partnership (“Feeder I”), Silver Lake Partners III DE (AIV IV), L.P., a Delaware limited partnership (“Partners III DE”) and SLP GD Investors, L.L.C., a Delaware limited liability company (“SLP GD”) (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing in accordance with Rule 13d-1(k)(1) under the Act, a copy of which is attached as Exhibit 1 to the Schedule 13G.

SLG is the managing member of SLTA, which is the general partner of Associates III, which is the general partner of Feeder I, which directly holds 2,366,330 shares of Class A Common Stock of the Issuer (the “Feeder I Shares”). Associates III is also the general partner of Partners III DE, which is the managing member of SLP GD, which directly holds 2,892,378 limited liability company units of Desert Newco, LLC and an equivalent number of shares of Class B Common Stock of the Issuer (collectively, “Units of Desert Newco, LLC), which together are exchangeable on a one-for-one basis for shares of Class A Common Stock of the Issuer (the “SLP GD Shares” and, together with the Feeder I Shares, the “Silver Lake Shares”).

As the managing member of SLP GD, Partners III DE may be deemed to share voting and dispositive power with respect to the SLP GD Shares. As the general partner of each of Partners III DE and Feeder I, Associates III may be deemed to share voting and dispositive power with respect to the Silver Lake Shares. As the general partner of Associates III, SLTA and its managing member, SLG, may each be deemed to share voting and dispositive power with respect to the Silver Lake Shares.

Each Reporting Person disclaims beneficial ownership of the Silver Lake Shares, except to the extent of such Reporting Person’s pecuniary interest therein.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

Item 2(c).

Citizenship:

See response to Item 4 of each of the cover pages and Item 2(a) above.

Item 2(d).

Titles of Classes of Securities:

Class A Common Stock, par value $0.001 per share (“Class A Common Stock”).

Item 2(e). CUSIP Number:

380237107



CUSIP No. 380237107		Page 9 of 13

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):


(a)		☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b)		☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)		☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)		☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)		☐ Investment adviser in accordance with §240.13 d-1(b)(1)(ii)(E).

(f)		☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)		☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)		☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

(i)		☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)		☐ Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)		☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: .

Item 4.

Ownership.

(a)

Amount Beneficially Owned:

See responses to Item 9 on each cover page.

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 on November 7, 2018, and the Reporting Persons would be deemed, in the aggregate, to be the beneficial owners of 3.0% of the outstanding Class A Common Stock.

(b)

Percent of Class:

See responses to Item 11 on each cover page and Items 2(a) and 4(a) above.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page and Items 2(a) and 4(a) above.



CUSIP No. 380237107		Page 10 of 13

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page and Items 2(a) and 4(a) above.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page and Items 2(a) and 4(a) above.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page and Items 2(a) and 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.

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.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Entities affiliated with Kohlberg Kravis Roberts & Co. L.P., SLG, 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 Kohlberg Kravis Roberts & Co. L.P., 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.

Certification.

Not Applicable.



CUSIP No. 380237107		Page 11 of 13

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.

Dated: February 13, 2019


SILVER LAKE GROUP, L.L.C.

By:		/s/ Andrew J. Schader
		Andrew J. Schader
		Managing Director and General Counsel

SLTA III (GP), L.L.C.

By:		/s/ Andrew J. Schader
		Andrew J. Schader
		Managing Director and General Counsel

SILVER LAKE TECHNOLOGY ASSOCIATES III, L.P.

By:		SLTA III (GP), L.L.C. its general partner

By:		/s/ Andrew J. Schader
		Andrew J. Schader
		Managing Director and General Counsel

SLP III KINGDOM FEEDER I, L.P.

By:		Silver Lake Technology Associates III, L.P., its general partner

By:		SLTA III (GP), L.L.C., its general partner

By:		/s/ Andrew J. Schader
		Andrew J. Schader
		Managing Director and General Counsel



CUSIP No. 380237107		Page 12 of 13


SILVER LAKE PARTNERS III DE (AIV IV), L.P.

By:		Silver Lake Technology Associates III, L.P., its general partner

By:		SLTA III (GP), L.L.C., its general partner

By:		/s/ Andrew J. Schader
		Andrew J. Schader
		Managing Director and General Counsel

SLP GD INVESTORS, L.L.C.

By:		Silver Lake Partners III DE (AIV IV), L.P., its managing member

By:		Silver Lake Technology Associates III, L.P., its general partner

By:		SLTA III (GP), L.L.C., its general partner

By:		/s/ Andrew J. Schader
		Andrew J. Schader
		Managing Director and General Counsel



CUSIP No. 380237107		Page 13 of 13

Exhibit Index



Exhibit 1		Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act (filed as Exhibit 1 to the Schedule 13G and incorporated herein by reference).

NAME OF REPORTING PERSON

Silver Lake Group, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware