Ancestry.com
Ancestry.com Inc. (Form: 4, Received: 05/18/2011 18:30:42)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PARKER VICTOR E JR
2. Issuer Name and Ticker or Trading Symbol

Ancestry.com Inc. [ ACOM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

360 WEST 4800 NORTH
3. Date of Earliest Transaction (MM/DD/YYYY)

5/16/2011
(Street)

PROVO, UT 84604
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value   5/16/2011     S    4046502   D $40.215   (1) 14198033   I   (2) (3) By limited partnership   (3)
Common Stock, $0.001 par value   5/17/2011     S    1183199   D $40.215   13014834   I   (4) (5) By limited partnership   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The price reported in Column 4 is a net price, after deducting the underwriting discount and commissions from the public sale price of $42.00 in the Ancestry.com Inc. underwritten secondary public offering on May 16, 2011.
( 2)  Shares sold include (i) 2,958,926 shares of common stock owned by Spectrum Equity Investors V, L.P.; (ii) 13,973 shares of common stock owned by Spectrum V Investment Managers' Fund, L.P.; (iii) 1,055,860 shares of common stock owned by Spectrum Equity Investors III, L.P.; and (iv) 17,743 shares of common stock owned by Spectrum III Investment Managers' Fund, L.P. that the respective Spectrum entities sold as part of the Ancestry.com Inc underwritten secondary public offering on May 16, 2011.
( 3)  Shares of common stock held after sale consists of an aggregate of 14,198,033 shares, including (i) 10,382,038 shares held by Spectrum Equity Investors V, L.P.; (ii) 49,026 shares held by Spectrum V Investment Managers' Fund, L.P.; (iii) 3,704,715 shares held by Spectrum Equity Investors III, L.P.; and (iv) 62,254 shares held by Spectrum III Investment Managers' Fund, L.P. 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.
( 4)  Shares sold include (i) 865,193 shares of common stock owned by Spectrum Equity Investors V, L.P.; (ii) 4,085 shares of common stock owned by Spectrum V Investment Managers' Fund, L.P.; (iii) 308,734 shares of common stock owned by Spectrum Equity Investors III, L.P.; and (iv) 5,187 shares of common stock owned by Spectrum III Investment Managers' Fund, L.P. that Ancestry.com Inc. repurchased from the respective Spectrum entities in a private, non-underwritten transaction on May 17, 2011.
( 5)  Shares of common stock held after sale consists of an aggregate of 13,014,834 shares, 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. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PARKER VICTOR E JR
360 WEST 4800 NORTH
PROVO, UT 84604
X X


Signatures
/s/ Christopher Brookhart, Attorney-in-fact for Victor Parker 5/18/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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