Web.com Group, Inc.
WEB.COM GROUP, INC. (Form: 4, Received: 02/15/2017 17:30:57)
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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Duran Roseann
2. Issuer Name and Ticker or Trading Symbol

WEB.COM GROUP, INC. [ WEB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O WEB.COM GROUP, INC., 12808 GRAN BAY PARKWAY WEST
3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2017
(Street)

JACKSONVILLE, FL 32258
(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   2/14/2017     A    15000   (1) A $0.00   74957   D    
Common Stock   2/14/2017     A    3989   (2) A $0.00   78946   D    
Common Stock   2/14/2017     F (3)    5429   D $20.70   73517   D    

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)  Award of restricted stock granted under the Company's 2014 Equity Incentive Plan. The Shares vest in equal annual increments over four years.
( 2)  These shares are the payout of the award of the Performance Restricted Stock Units granted in 2015 and 2016 under the Company's 2014 Equity Incentive Plan. The Performance Stock Units vest over a 3-year period provided the performance measurement criteria are met.
( 3)  Shares withheld by the Issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Duran Roseann
C/O WEB.COM GROUP, INC.
12808 GRAN BAY PARKWAY WEST
JACKSONVILLE, FL 32258


Chief People Officer

Signatures
/s/ Roseann Duran 2/15/2017
** 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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