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Form 4 Endurance International For: Feb 10 Filed by: SADRIAN JUSTIN

February 12, 2021 8:46 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
SADRIAN JUSTIN

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Endurance International Group Holdings, Inc. [ EIGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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, $0.0001 par value per share ("Common Stock") 02/10/2021   J (1)   0 (1) D $ 9.5 0 I See Footnotes (2) (3) (4) (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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. On February 10, 2021, the Agreement and Plan of Merger (the "Merger Agreement") among Endurance International Group Holdings, Inc. (the "Issuer") Razorback Technology Intermediate Holdings, Inc., a Delaware corporation (the "Parent"), and Razorback Technology, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the "Merger Sub") was consummated. Upon consummation of the Merger Agreement, Parent acquired all outstanding shares of Common Stock of the Issuer at a price of $9.50 per share.
2. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WP X Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP and the general partner of WP Co-Invest. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.
3. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and together with the WP X Funds, WP Co-Invest, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP, the " Warburg Pincus Reporting Persons"), is the manager of the WP X Funds.
4. Justin Sandrian, the reporting person, resigned as a director of the Issuer. Mr. Sandrian is a Partner of WP and a Managing Director and Member of WP LLC. As such, Mr. Sandrian may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the securities reported as beneficially owned by Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), and Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners," together with WP X, the "WP X Funds") and WP Expedition Co-Invest L.P., a Delaware limited partnership ("WP Co-Invest"). Mr. Sandrian disclaims beneficial ownership of such securities, except to the extent of any direct pecuniary interest therein. Mr. Sandrian does not directly own any shares of Common Stock of the Issuer.
5. As of the date of this filing, this Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Exchange Act, or for any other purpose, or that any reporting person, or other person has an obligation to file this Form 4.
Remarks:
Exhibit 24 - Power Of Attorney
/s/ Harsha Marti, as attorney-in-fact for Justin Sadrian 02/12/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

   The undersigned, Justin Sadrian, hereby constitutes and appoints each of
Timothy F. Geithner, Steven G. Glenn, Robert B. Knauss, Harsha Marti, and David
Sreter, acting individually or jointly, with full power of substitution and
resubstitution, to have full power and authority to act in his name, place, and
stead and on the undersigned's behalf as his true and lawful attorney-in-fact
to:

   (1)  execute and deliver for and on behalf of the undersigned Forms 3, 4 and
        5 (including any amendments, corrections, supplements or other changes
        thereto) in accordance with Section 16(a) of the Securities Exchange Act
        of 1934, as amended (the "Exchange Act"), and the rules thereunder;

   (2)  do and perform any and all acts for and on behalf of the undersigned
        that may be necessary or desirable to complete and execute any such
        Forms 3, 4 or 5 (including any amendments, corrections, supplements or
        other changes thereto) and timely file such Forms with the United States
        Securities and Exchange Commission and any stock exchange, self-
        regulatory association or any other authority or person as may be
        required by law; and

   (3)  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required of, the
        undersigned, it being understood that the documents executed by such
        attorney- in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in- fact may approve in his discretion.

   The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is either
Warburg Pincus LLC, or any affiliates or subsidiaries thereof, or Warburg Pincus
& Co., or any affiliates or subsidiaries thereof, assuming, (i) any of the
undersigned's responsibilities to comply with the requirements of the Exchange
Act or any liability for the undersigned's failure to comply with such
requirements or (ii) any obligation or liability that the undersigned incurs for
profit disgorgement under Section 16(b) of the Exchange Act.

   This Power of Attorney shall continue in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact or by such attorneys-in-fact in a signed writing delivered to the
undersigned.  This Power of Attorney hereby revokes any previous Power of
Attorney granted by the undersigned with respect to the matters contained
herein.

   IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
12th day of February, 2021.

                             Signature: /s/ Justin Sadrian
                                      --------------------------
                             Name:  Justin Sadrian
 


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