13D Filing: Okumus Fund Management and Web.com Group Inc. (WEB)

Ahmet H. Okumus

c/o Okumus Fund Management
Ltd.

767 Third Avenue, 35th
Floor

New York, NY 10017

Telephone Number: 212-201-2640

(Name, Address and Telephone Number of Person
Authorized to Receive

Notices and Communications)

The Shares beneficially owned by the Reporting
Persons were acquired for investment in the ordinary course of the Reporting Persons’ investment activities because they believe
the Shares represent an attractive investment opportunity.

On August 31, 2017, the Issuer purchased from
the Reporting Persons 3,000,000 Shares pursuant to the Issuer’s stock repurchase program at a price per Share equal to 98% of the
closing price of Common Stock on the NASDAQ Global Select Stock Market on August 31, 2017, and in the aggregate for a price of
$74,382,000. In connection with the repurchase, the Reporting Persons and the Issuer entered into a Common Stock Repurchase Agreement
(the “Repurchase Agreement”) pursuant to which, among other things, the Reporting Persons agreed for a period of three
years not to take certain actions, including, (i) purchase any of the Issuer’s securities (except that commencing six months from
the date of August 31, 2017, the Reporting Persons may purchase the Issuer’s securities if, after giving effect to any such purchase,
the Reporting Persons and its affiliates collectively would not beneficially own more than 4.9% of the outstanding shares of any
class of the Issuer’s voting securities), (ii) attempt to acquire the Issuer or any of its assets, (iii) engage in a proxy contest
with the Issuer, or (iv) act, alone or in concert with others, to seek to control or influence the management, board of directors
(the “Board”) or policies of the Issuer.

Pursuant to the Repurchase Agreement, the Reporting
Persons also agreed, subject to certain exceptions, to cause all voting securities of the Issuer beneficially owned, directly or
indirectly by the Reporting Persons and any of its affiliates to be present for quorum purposes and to be voted, at any such meeting
of the Issuer’s stockholders or at any adjournments or postponements thereof, (a) in favor of each director nominated and recommended
by the Board for election at any such meeting, (b) against any stockholder nominations for director which are not approved and
recommended by the Board for election at any such meeting, (c) in favor of the Issuer’s proposal for the ratification of the appointment
of the Issuer’s independent registered public accounting firm, (d) in favor of the Issuer’s “say-on-pay” proposal and
(e) in accordance with the Board’s recommendation with respect to all other matters.

The foregoing was a summary of certain material
terms of the Repurchase Agreement. The foregoing description is not, and does not purport to be, complete and is qualified in its
entirety by reference to the full text of the Repurchase Agreement, which has been filed as Exhibit C hereto and is incorporated
herein by reference.

Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws,
the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of
Shares they may be deemed to beneficially own in open-market transactions or privately negotiated transactions. The Reporting Persons
may also communicate with the Issuer’s management, the Board and other holders of Shares from time to time.

As of the date hereof, Okumus Fund Management
may be deemed to be the beneficial owner of 6,045,360 Shares, constituting 11.7% of
the Shares, based upon 51,565,886 Shares outstanding as of the date hereof. Okumus Fund Management has the sole power to vote or
direct the vote of 0 Shares and the shared power to vote or direct the vote of 6,045,360
Shares. Okumus Fund Management has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose
or direct the disposition of 6,045,360 Shares.

As of the date hereof, the Opportunistic Value
Fund may be deemed to be the beneficial owner of 6,045,360 Shares, constituting 11.7%
of the Shares, based upon 51,565,886 Shares outstanding as of the date hereof. The Opportunistic Value Fund has the sole power
to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 6,045,360
Shares. The Opportunistic Value Fund has the sole power to dispose or direct the disposition of 0 Shares and the shared power to
dispose or direct the disposition of 6,045,360 Shares.

By virtue of Mr. Okumus’ position as the President
of Okumus Fund Management, as of the date hereof, Mr. Okumus may be deemed to be the beneficial owner of 6,045,360
Shares, constituting 11.7% of the Shares, based upon 51,565,886 Shares outstanding as of the date hereof. Mr. Okumus has the sole
power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 6,045,360
Shares. Mr. Okumus has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct
the disposition of 6,045,360 Shares.

Other than (i) the sale of 3,000,000 Shares
to the Issuer pursuant to the terms of the Repurchase Agreement, and (ii) the call options written by the Issuer described in Item
6 below, the transactions in the Shares by the Reporting Persons during the past sixty days are set forth on Exhibit B. Each reported
transaction was an open market transaction.

N/A

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions
in the Shares

Exhibit
C: Common Stock Repurchase Agreement, dated August 31, 2017 (incorporated by reference to Exhibit 99.1 to the Schedule 13D/A
filed with the SEC by the Reporting Persons on September 1, 2017)

Name: Ahmet H. Okumus

Title: President

Name: Ahmet H. Okumus

Title: Director

Name: Ahmet H. Okumus

Title: President

Name: Ahmet H. Okumus

Title: Director