Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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GoDaddy Inc.

(Name of Issuer)

 

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Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

380237107

(CUSIP Number)

 

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

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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 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 disclosures provided in a prior cover page.

The information required on 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).

 

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1	NAME OF REPORTING PERSON
	KKR 2006 GDG Blocker 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		5	SOLE VOTING POWER
			5,110,409
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			5,110,409
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,110,409
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAME OF REPORTING PERSON
	GDG Co-Invest Blocker 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		5	SOLE VOTING POWER
			2,401,535
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			2,401,535
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,401,535
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAME OF REPORTING PERSON
	GDG Co-Invest GP LLC
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
			2,401,535
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			2,401,535
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,401,535
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

1	NAME OF REPORTING PERSON
	KKR 2006 Fund (GDG) 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		5	SOLE VOTING POWER
			7,373,421
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			7,373,421
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,373,421
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAME OF REPORTING PERSON
	KKR Associates 2006 AIV 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		5	SOLE VOTING POWER
			7,373,421
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			7,373,421
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,373,421
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAME OF REPORTING PERSON
	KKR 2006 AIV GP LLC
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
			14,885,365
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			14,885,365
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,885,365
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

1	NAME OF REPORTING PERSON
	KKR Management Holdings 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		5	SOLE VOTING POWER
			14,885,365
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			14,885,365
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,885,365
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAME OF REPORTING PERSON
	KKR Management Holdings Corp.
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
			14,885,365
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			14,885,365
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,885,365
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

1	NAME OF REPORTING PERSON
	KKR Partners 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		5	SOLE VOTING POWER
			807,261
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			807,261
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	807,261
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAME OF REPORTING PERSON
	KKR III GP LLC
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
			807,261
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			807,261
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	807,261
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

1	NAME OF REPORTING PERSON
	OPERF Co-Investment LLC
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
			176,282
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			176,282
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	176,282
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

1	NAME OF REPORTING PERSON
	KKR Associates 2006 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		5	SOLE VOTING POWER
			176,282
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			176,282
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	176,282
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAME OF REPORTING PERSON
	KKR 2006 GP LLC
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
			176,282
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			176,282
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	176,282
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

1	NAME OF REPORTING PERSON
	KKR Fund Holdings 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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			176,282
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			176,282
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	176,282
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

 

1	NAME OF REPORTING PERSON
	KKR Group Holdings 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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			15,061,647
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			15,061,647
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,061,647
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAME OF REPORTING PERSON
	KKR Group Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			15,061,647
		6	SHARED VOTING POWER
			-0-
		7	SOLE DISPOSITIVE POWER
			15,061,647
		8	SHARED DISPOSITIVE POWER
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,061,647
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

 

 

1	NAME OF REPORTING PERSON
	Henry R. Kravis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
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 (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

 

STATEMENT ON SCHEDULE 13G

This is Amendment Number 2 to the Statement on Schedule 13G filed on February 12, 2016 (the “Schedule 13G”).

Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), of GoDaddy Inc. (the “Issuer”).

 

Item 1.

Common Stock beneficially owned by KKR 2006 GDG, GDG Co-Invest and KKR 2006 Fund, but each disclaims beneficial ownership of such shares.

KKR Partners III may be deemed to be the beneficial owner of 807,261 shares of Class A Common Stock of the Issuer, consisting of the 36,864 shares of Class A Common Stock and 770,397 Units of Desert Newco, LLC that it holds, which represents 0.6% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3. KKR III GP LLC (as the general partner of KKR Partners III) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by KKR Partners III, but disclaims beneficial ownership of such shares.

OPERF may be deemed to be the beneficial owner of 176,282 shares of Class A Common Stock of the Issuer, consisting of the 8,050 shares of Class A Common Stock and 168,232 Units of Desert Newco, LLC that it holds, which represents 0.1% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3.  KKR Associates 2006 L.P. (as the manager of OPERF), KKR 2006 GP LLC (as the general partner of KKR Associates 2006 L.P.), KKR Fund Holdings L.P. (as the designated member of KKR 2006 GP LLC) and KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by OPERF, but each disclaims beneficial ownership of such shares.

Each of KKR Group Holdings L.P. (as a general partner of KKR Fund Holdings L.P., the sole shareholder of KKR Fund Holdings GP Limited and the sole shareholder of KKR Management Holdings Corp.), KKR Group Limited (as the general partner of KKR Group Holdings L.P.), KKR & Co. L.P. (as the sole shareholder of KKR Group Limited) and KKR Management LLC (as the general partner of KKR & Co. L.P.) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by KKR 2006 GDG, GDG Co-Invest, KKR 2006 Fund and OPERF, but each disclaims beneficial ownership of such shares.

Each of Henry R. Kravis and George R. Roberts (as the designated members of KKR Management LLC and the managing members of KKR III GP LLC) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by KKR 2006 GDG, GDG Co-Invest, KKR 2006 Fund, KKR Partners III and OPERF, but each disclaims beneficial ownership of such shares.

Entities affiliated with each of Kohlberg Kravis Roberts & Co. L.P., Silver Lake Partners, 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, or 29.1% of the Class A Common Stock of the Issuer outstanding 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 Silver Lake Partners, 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 with the Securities and Exchange Commission 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 Item 4(a) above.

---

(c)

Number of shares as to which the person has:

---

(i)

Sole power to vote or to direct the vote

See Item 5 of each cover page and Item 4(a) above.

---

(ii)

Shared power to vote or to direct the vote

See Item 6 of each cover page and Item 4(a) above.

---

(iii)

Sole power to dispose or to direct the disposition of

See Item 7 of each cover page and Item 4(a) above.

---

(iv)

Shared power to dispose or to direct the disposition of

See Item 8 of each cover page and Item 4(a) above.

---

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than such Reporting Persons, the partners, members, affiliates or shareholders of such Reporting Persons and any other person listed in Item 4 has the right to receive or the power to direct the receipt of dividends from, or the proceeds, from, the sale of Class A Common Stock reported herein.

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.

 

See Item 4 above.

Item 9.

Notice of Dissolution of Group.

 

See Item 4 above.

Item 10.

Certifications.

 

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.

February 13, 2018

 

 

 

 

 

EXHIBIT INDEX

 

 

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