UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Ancestry.com Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

032803108

(CUSIP Number)

December 31, 2012

(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 the 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 (“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).

Item 1(a).

Name of Issuer: Ancestry.com Inc. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

360 West 4800 North, Provo, UT 84604.

Item 2(a).

Names of Persons Filing: This statement is being filed by Spectrum Equity Investors III, L.P. (“SEI III”); Spectrum Equity Associates III, L.P. (“SEA III”), which is the sole general partner of SEI III; Spectrum III Investment Managers’ Fund, L.P. (“IMF III”); SEI III Entrepreneurs’ Fund, L.P. (“Entrepreneurs III”); SEI III Entrepreneurs’ LLC (“SEI Entrepreneurs” and, together with SEI III, SEA III, IMF III, and Entrepreneurs III, the “Fund III Entities”), which is the sole general partner of Entrepreneurs III; Brion B. Applegate (“Applegate”), William P. Collatos (“Collatos”), Randy J. Henderson (“Henderson”), and Kevin J. Maroni (“Maroni” and, together with Applegate, Collatos, and Henderson, the “Fund III Managers”), who are the individual general partners of SEA III and IMF III and the individual managing directors of SEI Entrepreneurs; Spectrum Equity Investors V, L.P. (“SEI V”); Spectrum Equity Associates V, L.P. (“SEA V”), which is the sole general partner of SEI V; Spectrum V Investment Managers’ Fund, L.P. (“IMF V”); SEA V Management, LLC (“SEA V Management” and, together with SEI V, SEA V, and IMF V, the “Fund V Entities”), which is the sole general partner of SEA V and the sole general partner of IMF V; Christopher T. Mitchell (“Mitchell”) and Victor E. Parker, Jr. (“Parker” and, together with the Fund III Managers and Mitchell, the “Fund V Managers” or the “Managers”); and Michael J. Kennealy (“Kennealy”), who was formerly an individual managing director of SEA V Management. The Fund V Managers are the individual managing directors of SEA V Management. The persons and entities named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if None, Residence: The address of the principal business office of Collatos, Maroni, and Mitchell is Spectrum Equity Investors, One International Place, 29th Floor, Boston, MA 02110. The address of the principal business office of SEI III, SEA III, IMF III, Entrepreneurs III, SEI Entrepreneurs, SEI V, SEA V, IMF V, SEA V Management, Applegate, Henderson, and Parker is Spectrum Equity Investors, 333 Middlefield Road, Suite 200, Menlo Park, CA 94025. The address of the principal business office of Kennealy is 4 Brent Road, Lexington, MA 02420.

Item 2(c).

Citizenship: Each of SEI III, SEA III, IMF III, Entrepreneurs III, SEI V, IMF V, and SEA V is a limited partnership organized under the laws of the State of Delaware. Each of SEI Entrepreneurs and SEA V Management is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States of America citizen.

Item 2(d).

Title of Class of Securities: Common Stock, $.001 par value (“Common Stock”).

Item 2(e).

CUSIP Number: 032803108.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

Not applicable.

Page 2 of 10 Pages

Item 5.

Ownership of Five Percent or Less of a Class.

Each Reporting Person has ceased to beneficially own five percent (5%) or more of the Issuer’s outstanding Common Stock.

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.

Not applicable.

Item 10.

Certification.

Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d–1(c).

Page 3 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 13, 2013

Spectrum Equity Investors V, L.P.

By:	Spectrum Equity Associates V, L.P. its general partner

By:

SEA V Management, LLC

its general partner

By:

Randy J. Henderson

Managing Director

Spectrum Equity Associates V, L.P.

By:	SEA V Management, LLC its general partner

By:

Randy J. Henderson

Managing Director

SEA V Management, LLC

By:	* Randy J. Henderson Managing Director

Spectrum V Investment Managers’ Fund, L.P.

By:	SEA V Management, LLC its general partner

By:

Randy J. Henderson

Managing Director

Spectrum Equity Investors III, L.P.

By:	Spectrum Equity Associates III, L.P. its general partner

By:

Randy J. Henderson

General Partner

Page 4 of 10 Pages

Spectrum Equity Associates III, L.P.

By:	* Randy J. Henderson General Partner

Spectrum III Investment Managers’ Fund, L.P.

By:	* Randy J. Henderson General Partner

SEI III Entrepreneurs’ Fund, L.P.

By:	SEI III Entrepreneurs’ LLC its general partner

By:

Randy J. Henderson

Managing Director

SEI III Entrepreneurs’ LLC

By:	* Randy J. Henderson Managing Director

Brion B. Applegate

William P. Collatos

Randy J. Henderson

Michael J. Kennealy

Kevin J. Maroni

Christopher T. Mitchell

Page 5 of 10 Pages

Victor E. Parker, Jr.

*By: /s/ Randy J. Henderson

Randy J. Henderson

As attorney-in-fact

This Amendment No. 3 to Schedule 13G was executed by Randy J. Henderson on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

Page 6 of 10 Pages

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Ancestry.com Inc.

EXECUTED this 13th day of February, 2013.

Spectrum Equity Investors V, L.P.

By:	Spectrum Equity Associates V, L.P. its general partner

By:

SEA V Management, LLC

its general partner

By:

Randy J. Henderson

Managing Director

Spectrum Equity Associates V, L.P.

By:	SEA V Management, LLC its general partner

By:

Randy J. Henderson

Managing Director

SEA V Management, LLC

By:	* Randy J. Henderson Managing Director

Spectrum V Investment Managers’ Fund, L.P.

By:	SEA V Management, LLC its general partner

By:

Randy J. Henderson

Managing Director

Page 7 of 10 Pages

Spectrum Equity Investors III, L.P.

By:	Spectrum Equity Associates III, L.P. its general partner

By:

Randy J. Henderson

General Partner

Spectrum Equity Associates III, L.P.

By:	* Randy J. Henderson General Partner

Spectrum III Investment Managers’ Fund, L.P.

By:	* Randy J. Henderson General Partner

SEI III Entrepreneurs’ Fund, L.P.

By:	SEI III Entrepreneurs’ LLC its general partner

By:

Randy J. Henderson

Managing Director

SEI III Entrepreneurs’ LLC

By:	* Randy J. Henderson Managing Director

Brion B. Applegate

William P. Collatos

Randy J. Henderson

Michael J. Kennealy

Page 8 of 10 Pages

Kevin J. Maroni

Christopher T. Mitchell

Victor E. Parker, Jr.

*By: /s/ Randy J. Henderson

Randy J. Henderson

As attorney-in-fact

This Agreement was executed by Randy J. Henderson on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

Page 9 of 10 Pages

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Brion B. Applegate, William P. Collatos and Randy J. Henderson, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 17th day of February, 2009.

/s/ Brion B. Applegate

Brion B. Applegate

/s/ William P. Collatos

William P. Collatos

/s/ Benjamin M. Coughlin

Benjamin M. Coughlin

/s/ Randy J. Henderson

Randy J. Henderson

/s/ Michael J. Kennealy

Michael J. Kennealy

/s/ Kevin J. Maroni

Kevin J. Maroni

/s/ Christopher T. Mitchell

Christopher T. Mitchell

/s/ Victor E. Parker, Jr.

Victor E. Parker, Jr.

Page 10 of 10 Pages

Ancestry.com Inc. SC 13G/A