UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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, 2015
(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)
x 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).
13G
CUSIP No. 380237107 | Page 2 of 14 |
1 | NAME OF REPORTING PERSON
Silver Lake Group, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
36,732,676 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
36,732,676 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,732,676 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
42.3% (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 67,081,827 shares of Class A Common Stock (as defined below) of GoDaddy Inc. (the Issuer) outstanding as of December 30, 2015, as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission (the Commission) on December 31, 2015, 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 (19,805,018 Units of Desert Newco, LLC). |
13G
CUSIP No. 380237107 | Page 3 of 14 |
1 | NAME OF REPORTING PERSON
SLTA III (GP), L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
36,732,676 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
36,732,676 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,732,676 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
42.3% (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 67,081,827 shares of Class A Common Stock of the Issuer outstanding as of December 30, 2015, as reported in the prospectus filed by the Issuer with the Commission on December 31, 2015, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (19,805,018 Units of Desert Newco, LLC). |
13G
CUSIP No. 380237107 | Page 4 of 14 |
1 | NAME OF REPORTING PERSON
Silver Lake Technology Associates III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
36,732,676 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
36,732,676 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,732,676 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
42.3% (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 67,081,827 shares of Class A Common Stock of the Issuer outstanding as of December 30, 2015, as reported in the prospectus filed by the Issuer with the Commission on December 31, 2015, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (19,805,018 Units of Desert Newco, LLC). |
13G
CUSIP No. 380237107 | Page 5 of 14 |
1 | NAME OF REPORTING PERSON
Silver Lake Partners III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
720,730 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
720,730 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,730 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% (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 67,081,827 shares of Class A Common Stock of the Issuer outstanding as of December 30, 2015, as reported in the prospectus filed by the Issuer with the Commission on December 31, 2015. |
13G
CUSIP No. 380237107 | Page 6 of 14 |
1 | NAME OF REPORTING PERSON
SLP III Kingdom Feeder I, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
16,202,993 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
16,202,993 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,202,993 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.2% (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 67,081,827 shares of Class A Common Stock of the Issuer outstanding as of December 30, 2015, as reported in the prospectus filed by the Issuer with the Commission on December 31, 2015. |
13G
CUSIP No. 380237107 | Page 7 of 14 |
1 | NAME OF REPORTING PERSON
Silver Lake Technology Investors III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
3,935 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
3,935 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1% (6) | |||||
12 | TYPE OF REPORTING PERSON
PN |
(6) | The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 67,081,827 shares of Class A Common Stock of the Issuer outstanding as of December 30, 2015, as reported in the prospectus filed by the Issuer with the Commission on December 31, 2015. |
13G
CUSIP No. 380237107 | Page 8 of 14 |
1 | NAME OF REPORTING PERSON
Silver Lake Partners III DE (AIV IV), L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
19,805,018 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
19,805,018 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,805,018 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.8% (7) | |||||
12 | TYPE OF REPORTING PERSON
PN |
(7) | The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 67,081,827 shares of Class A Common Stock of the Issuer outstanding as of December 30, 2015, as reported in the prospectus filed by the Issuer with the Commission on December 31, 2015, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (19,805,018 Units of Desert Newco, LLC). |
13G
CUSIP No. 380237107 | Page 9 of 14 |
1 | NAME OF REPORTING PERSON
SLP GD Investors, L.L.C | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
19,805,018 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
19,805,018 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,805,018 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.8% (8) | |||||
12 | TYPE OF REPORTING PERSON
OO |
(8) | The ownership percentage set forth above calculated pursuant to Rule 13d-3, is based on a total of 67,081,827 shares of Class A Common Stock of the Issuer outstanding as of December 30, 2015, as reported in the prospectus filed by the Issuer with the Commission on December 31, 2015, plus the number of Units of Desert Newco, LLC beneficially owned by the Reporting Person (19,805,018 Units of Desert Newco, LLC). |
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), Silver Lake Partners III, L.P., a Delaware limited partnership (Partners III), SLP III Kingdom Feeder I, L.P., a Delaware limited partnership (Feeder I), Silver Lake Technology Investors III, L.P., a Delaware limited partnership (Investors III), 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 and attached as Exhibit 1 hereto.
SLG is the managing member of SLTA, which is the general partner of Associates III, which is the general partner of Partners III, which directly holds 720,730 shares of Class A Common Stock of the Issuer (the Partners III Shares). Associates III is also the general partner of Investors III, which directly holds 3,935 shares of Class A Common Stock of the Issuer (the Investors III Shares). Associates III is also the general partner of Feeder I, which directly holds 16,202,993 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 19,805,018 shares of Class B Common Stock of the Issuer (the SLP GD Shares and, together with the Partners III Shares, the Investors III Shares and 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, Partners III, Investors III 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). Based in part on information provided by the Issuer, such a group would be deemed to beneficially own an aggregate of 126,723,025 shares of Class A Common Stock, or 83.1% 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 157,480,301 shares of Class A Common Stock outstanding as of December 30, 2015, as set forth in the prospectus filed by the Issuer on December 31, 2015, and the Reporting Persons would be deemed, in the aggregate, to be the beneficial owners of 23.3% 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 response to 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.
Not Applicable.
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 12, 2016
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 | ||
SILVER LAKE PARTNERS III, 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 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 TECHNOLOGY INVESTORS III, 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. |