4//SEC Filing
Ancestry.com Inc. 4
Accession 0001209191-13-000220
CIK 0001469433operating
Filed
Jan 1, 7:00 PM ET
Accepted
Jan 2, 4:30 PM ET
Size
9.5 KB
Accession
0001209191-13-000220
Insider Transaction Report
Form 4
PARKER VICTOR E JR
Director
Transactions
- Disposition to Issuer
Common Stock, $0.001 par value
2012-12-28$32.00/sh−13,014,834$416,474,688→ 0 total(indirect: See Footnote) - Disposition to Issuer
Restricted Stock Units
2012-12-28−4,359→ 0 totalExercise: $0.00→ Common Stock, $0.001 par value (4,359 underlying)
Footnotes (5)
- [F1]Consists of an aggregate of 13,014,834 shares disposed of in connection with the acquistion of Ancestry.com Inc. by a company controlled by investment funds advised by Permira Advisers, LLC on December 28, 2012 (the "Merger"), including (i) 9,516,845 shares held by Spectrum Equity Investors V, L.P.; (ii) 44,941 shares held by Spectrum V Investment Managers' Fund, L.P.; (iii) 3,395,981 shares held by Spectrum Equity Investors III, L.P.; and (iv) 57,067 shares held by Spectrum III Investment Managers' Fund, L.P.
- [F2]Mr. Parker is a managing director of the general partner of the general partner of Spectrum Equity Investors V, L.P. and a managing director of the general partner of Spectrum V Investment Managers' Fund, L.P. Mr. Parker is also a limited partner of the general partner of Spectrum Equity Investors V, L.P., a limited partner of Spectrum V Investment Managers' Fund, L.P., a limited partner of the general partner of Spectrum Equity Investors III, L.P. and a limited partner of Spectrum III Investment Managers' Fund, L.P. Mr. Parker disclaims beneficial ownership of these shares.
- [F3]Pursuant to the terms of the Agreement and Plan of Merger, dated October 21, 2012, by and among Global Generations International Inc. ("Parent"), Global Generations Merger Sub Inc. and Ancestry.com Inc. (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, the Company RSU Awards held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such Company RSU Awards multiplied by (ii) the Merger Consideration.
- [F4]On May 24, 2012, the reporting person received 4,359 restricted stock units, vesting on the earlier of the first anniversary of the date of grant or the business day immediately preceding the 2013 annual meeting of stockholders. Each restricted stock unit represents the contingent right to one share of common stock at vesting.
- [F5]Pursuant to an agreement between the Reporting Person and Applegate & Collatos, Inc., the Reporting Person has ceded all beneficial ownership over these RSUs to Applegate & Collatos, Inc. and therefore disclaims any interest in the RSUs or the transaction reported thereby.
Documents
Issuer
Ancestry.com Inc.
CIK 0001469433
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001469433
Filing Metadata
- Form type
- 4
- Filed
- Jan 1, 7:00 PM ET
- Accepted
- Jan 2, 4:30 PM ET
- Size
- 9.5 KB