Dear Valued Visitor,

We have noticed that you are using an ad blocker software.

Although advertisements on the web pages may degrade your experience, our business certainly depends on them and we can only keep providing you high-quality research based articles as long as we can display ads on our pages.

To view this article, you can disable your ad blocker and refresh this page or simply login.

We only allow registered users to use ad blockers. You can sign up for free by clicking here or you can login if you are already a member.

Filing Details

Accession Number:
0001193125-18-038246
Form Type:
13G Filing
Publication Date:
2018-02-09 17:26:57
Filed By:
Silver Lake Partners
Company:
Godaddy Inc. (NYSE:GDDY)
Filing Date:
2018-02-09
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Silver Lake Group 15,868,908 15,868,908 15,868,908 11.4%
SLTA III (GP) 15,868,908 15,868,908 15,868,908 11.4%
Silver Lake Technology Associates III 15,868,908 15,868,908 15,868,908 11.4%
SLP III Kingdom Feeder I 7,140,739 7,140,739 7,140,739 5.4%
Silver Lake Partners III DE (AIV IV) 8,728,169 8,728,169 8,728,169 6.2%
SLP GD Investors 8,728,169 8,728,169 8,728,169 6.2%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

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, 2017

(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 persons 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 12

 

  1   

NAME OF REPORTING PERSON

 

Silver Lake Group, L.L.C.

  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:

     

SOLE VOTING POWER

 

- 0 -

     

SHARED VOTING POWER

 

15,868,908

     

SOLE DISPOSITIVE POWER

 

- 0 -

     

SHARED DISPOSITIVE POWER

 

15,868,908

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,868,908

10   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.4% (1)

12   

TYPE OF REPORTING PERSON

 

OO

 

(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 131,075,034 shares of Class A Common Stock (as defined below) of GoDaddy Inc. (the Issuer) outstanding as of December 4, 2017, as reported in the prospectus supplement dated December 5, 2017, filed by the Issuer with the Securities and Exchange Commission (the Commission) on December 5, 2017, 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 (8,728,169 Units of Desert Newco, LLC).

Schedule 13G

 

CUSIP No. 380237107

   Page 3 of 12

 

  1   

NAME OF REPORTING PERSON

 

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

  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

 

- 0 -

     6    

SHARED VOTING POWER

 

15,868,908

     7    

SOLE DISPOSITIVE POWER

 

- 0 -

     8    

SHARED DISPOSITIVE POWER

 

15,868,908

9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,868,908

10   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

 

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.4% (2)

12   

TYPE OF REPORTING PERSON

 

OO

 

(2) The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 131,075,034 shares of Class A Common Stock of the Issuer outstanding as of December 4, 2017, as reported in the prospectus supplement dated December 5, 2017, filed by the Issuer with the Commission on December 5, 2017, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (8,728,169 Units of Desert Newco, LLC).

Schedule 13G

 

CUSIP No. 380237107   Page 4 of 12

 

  1   

NAME OF REPORTING PERSON

 

Silver Lake Technology Associates 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:

     

SOLE VOTING POWER

 

- 0 -

     

SHARED VOTING POWER

 

15,868,908

     

SOLE DISPOSITIVE POWER

 

- 0 -

     

SHARED DISPOSITIVE POWER

 

15,868,908

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,868,908

10   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.4% (3)

12   

TYPE OF REPORTING PERSON

 

PN

 

(3) The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 131,075,034 shares of Class A Common Stock of the Issuer outstanding as of December 4, 2017, as reported in the prospectus supplement dated December 5, 2017, filed by the Issuer with the Commission on December 5, 2017, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (8,728,169 Units of Desert Newco, LLC).

Schedule 13G

 

CUSIP No. 380237107   Page 5 of 12

 

  1   

NAME OF REPORTING PERSON

 

SLP III Kingdom Feeder I, 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:

     

SOLE VOTING POWER

 

- 0 -

   6   

SHARED VOTING POWER

 

7,140,739

   7   

SOLE DISPOSITIVE POWER

 

- 0 -

   8   

SHARED DISPOSITIVE POWER

 

7,140,739

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,140,739

10   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.4% (4)

12   

TYPE OF REPORTING PERSON

 

PN

 

(4) The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 131,075,034 shares of Class A Common Stock of the Issuer outstanding as of December 4, 2017, as reported in the prospectus supplement dated December 5, 2017, filed by the Issuer with the Commission on December 5, 2017.

Schedule 13G

 

CUSIP No. 380237107

  Page 6 of 12

 

  1   

NAME OF REPORTING PERSON

 

Silver Lake Partners III DE (AIV IV), L.P.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

 

SEC USE ONLY

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

- 0 -

     

SHARED VOTING POWER

 

8,728,169

     

SOLE DISPOSITIVE POWER

 

- 0 -

     

SHARED DISPOSITIVE POWER

 

8,728,169

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,728,169

10   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2% (5)

12   

TYPE OF REPORTING PERSON

 

PN    

 

(5) The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 131,075,034 shares of Class A Common Stock of the Issuer outstanding as of December 4, 2017, as reported in the prospectus supplement dated December 5, 2017, filed by the Issuer with the Commission on December 5, 2017, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (8,728,169 Units of Desert Newco, LLC).

Schedule 13G

 

CUSIP No. 380237107   Page 7 of 12

 

  1   

NAME OF REPORTING PERSON

 

SLP GD Investors, L.L.C

  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:

     

SOLE VOTING POWER

 

- 0 -

     

SHARED VOTING POWER

 

8,728,169

     

SOLE DISPOSITIVE POWER

 

- 0 -

     

SHARED DISPOSITIVE POWER

 

8,728,169

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,728,169

10   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2% (6)

12   

TYPE OF REPORTING PERSON

 

OO

 

(6) The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 131,075,034 shares of Class A Common Stock of the Issuer outstanding as of December 4, 2017, as reported in the prospectus supplement dated December 5, 2017, filed by the Issuer with the Commission on December 5, 2017, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (8,728,169 Units of Desert Newco, LLC).

Schedule 13G

 

Item 1(a). Name of Issuer:

GoDaddy Inc.

 

Item 1(b). Address of Issuers 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 7,140,739 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 8,728,169 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 Persons 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

 

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 §240.13d-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.

Entities affiliated with each of Kohlberg Kravis Roberts & Co. L.P., SLG, Technology Crossover Ventures and Mr. Robert Parsons (collectively, the Stockholders) are parties to a Stockholder Agreement (the Stockholder Agreement), which contains, 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 be deemed to constitute a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Technology Crossover Ventures no longer holds any shares of Class A Common Stock as of December 7, 2017 and no longer may be deemed a member of such a group. Based in part on information provided by the Issuer, such a group would be deemed to beneficially own an aggregate of 47,628,758 shares of Class A Common Stock (including shares of Class A Common Stock receivable upon conversion of Units of Desert Newco, LLC), or 29.1% of the Class A Common Stock of the Issuer calculated pursuant to Rule 13d-3. 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. 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.


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 166,386,235 shares of Class A Common Stock outstanding as of December 4, 2017, as set forth in the prospectus supplement dated December 4, 2017 filed by the Issuer on December 5, 2017, and the Reporting Persons would be deemed, in the aggregate, to be the beneficial owners of 9.5% 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.

 

  (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.

See Item 2(a) above.

 

Item 8. Identification and Classification of Members of the Group.

See Item 4 above.

 

Item 9. Notice of Dissolution of Group.

See Item 4 above.

 

Item 10. Certification.

Not Applicable.


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 9, 2018

 

SILVER LAKE GROUP, L.L.C.
By:  

/s/ Karen M. King

  Karen M. King
  Managing Director and Chief Legal Officer
SLTA III (GP), L.L.C.
By:  

/s/ Karen M. King

  Karen M. King
  Managing Director and Chief Legal Officer
SILVER LAKE TECHNOLOGY ASSOCIATES III, L.P.
By:   SLTA III (GP), L.L.C. its general partner
By:  

/s/ Karen M. King

  Karen M. King
  Managing Director and Chief Legal Officer
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/ Karen M. King

  Karen M. King
  Managing Director and Chief Legal Officer
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/ Karen M. King

  Karen M. King
  Managing Director and Chief Legal Officer
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/ Karen M. King

  Karen M. King
  Managing Director and Chief Legal Officer

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).