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ANCESTRY.COM LLC FILES (8-K) Disclosing Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits

February 3, 2014

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) Compensatory Arrangements of Certain Officers. As part of the use of proceeds from the private offering of Notes (as defined below) by the Parent (as defined below) described in Item 8.01, Timothy Sullivan and Howard Hochhauser will receive additional payments in respect of shares that they own in Ancestry US Holdings Inc. (" US Holdings "), an indirect subsidiary of the Parent. Although shareholders of US Holdings are not entitled to a distribution from the proceeds of the Notes offering, the Registrant (as defined below) has decided to make payments to Messrs. Sullivan and Hochhauser in an amount equal to the amount of the distribution to which these executives would have been entitled had their US Holdings shares been an equivalent number of Ancelux Topco S.C.A. shares, the indirect parent of the Parent. The payments will be in the amount of approximately $51,165 for Mr. Sullivan and approximately $478,255 for Mr. Hochhauser . Such amounts include the payment in respect of the US Holdings shares and an additional amount intended to put these executives in an after-tax position that is substantially similar to that in which they would have been had they owned the shares in Ancelux Topco directly. Item 8.01. Other Events. On February 3, 2014 , Ancestry.com LLC ("Registrant"), announced that its parent, Ancestry.com Holdings LLC , a Delaware limited liability company (the "Parent"), closed a private offering of $100 million aggregate principal amount of 9.625% / 10.375% senior notes due 2018 (the "Notes"), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The offering of the Notes priced on January 29, 2014 . The Parent intends to use the net proceeds from the sale of the Notes to pay cash dividends on, and/or make other payments in respect of, the Parent's or its subsidiaries' equity interests. A copy of the press release issued by the Registrant is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K: Exhibit Number Description of Exhibit 99.1 Press release issued by the Registrant on February 3, 2014 . --------------------------------------------------------------------------------


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Source: Edgar Glimpses


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