GoDaddy Inc. (NYSE:GDDY) Files An 8-K Unregistered Sales of Equity Securities

In connection with the offering described in Item 8.01 below,
GoDaddy Inc. (the Company) issued approximately 14,214,390 shares
of Class A common stock to certain Selling Stockholders (as
defined below) upon exchange of Desert Newco, LLC units (together
with the same number of shares of the Companys Class B common
stock) to the exchange agreement between the holders of Desert
Newco, LLC units and the Company.

The issuance of shares of Class A common stock in accordance with
the terms and subject to the conditions set forth in the exchange
agreement will be made in reliance on Section 4(a)(2) of the
Securities Act of 1933, as amended (the Securities Act).

Additionally, on May 5, 2017 we issued and sold an aggregate of
317,084 shares of the Companys Class A common stock at a per
share price of $36.741 in reliance on Section 4(a)(2) of the
Securities Act.

Item 8.01 Other Events

Underwritten Public Offering

On May 4, 2017, the Company entered into an underwriting
agreement (the Underwriting Agreement) with Morgan Stanley Co.
LLC, J.P. Morgan Securities LLC, Barclays Capital Inc., and
Citigroup Global Markets Inc. as representatives of the several
underwriters named therein (the Underwriters), and the selling
stockholders named therein (collectively, the Selling
Stockholders). to the terms of the Underwriting Agreement, the
Selling Stockholders have agreed to sell, and the Underwriters
have agreed to purchase, subject to and on the conditions set
forth therein, an aggregate of 27,615,000 shares of the Companys
Class A common stock (which amount includes 3,615,000 shares of
the Companys Class A common stock sold to the exercise of the
option to purchase additional shares granted to the Underwriters
by the Selling Stockholders. The Company will not receive any
proceeds from the sale of shares by the Selling Stockholders.
Also, to the Underwriting Agreement, the Company agreed to sell,
and the Underwriters have agreed to purchase, subject to and on
the conditions set forth therein, an aggregate of 100,000 shares
of its Class A common stock. The Company intends to use the
proceeds to pay the transaction expenses incurred in connection
with the offering and any remaining proceeds for general
corporate purposes.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company and the Selling
Stockholders, customary conditions to closing, indemnification
obligations of the Company, the Selling Stockholders and the
Underwriters, including for liabilities under the Securities Act,
other obligations of the parties and termination provisions.

The offering is being made to the Companys automatically
effective shelf registration statement (the Registration
Statement) on Form S-3 (Registration No. 333-210589), including
the prospectus dated April 5, 2016 contained therein, and the
prospectus supplement dated May 3, 2017.

Repurchase

In addition, on May 4, 2017, the Company entered into a Unit
Purchase Agreement (the Unit Purchase Agreement) to repurchase
from the Selling Stockholders an aggregate of 7,344,840 limited
liability company units of Desert Newco (together with a
corresponding number of shares of the Companys Class B common
stock) at a price per share of $37.44, the same per share price
paid by the Underwriters to the Selling Stockholders in the
offering described above.

The Underwriting Agreement and Unit Purchase Agreement are filed
as Exhibits 1.1 and 10.1, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference. The above
descriptions of the terms of the Underwriting Agreement and Unit
Purchase Agreement are qualified in their entirety by reference
to such exhibits.

The Company is filing the opinion of its counsel, Wilson Sonsini
Goodrich Rosati, Professional Corporation, as Exhibit 5.1 hereto,
regarding the legality of the shares of Class A common stock
covered by the Underwriting Agreement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.