The information set forth in the Introduction above and Item 5.01 below is incorporated herein by reference.

As a result of the Merger, all shares of the Company's common stock were cancelled and, other than the Excluded Shares, were converted into the right to receive the Merger Consideration. Accordingly, on December 28, 2012, the Company notified The NASDAQ Stock Market LLC ("NASDAQ") of its intent to remove the Company's common stock from listing on NASDAQ and requested that NASDAQ file with the SEC an application on Form 25 to report the delisting of the Company's common stock from NASDAQ. On December 28, 2012, in accordance with the Company's request, NASDAQ will file the Form 25 with the SEC in order to provide notification of such delisting and to effect the deregistration of the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

As a result of the consummation of the Merger on December 28, 2012, each outstanding share of the Company's common stock (other than the Excluded Shares) was converted into the right to receive the Merger Consideration.

Additionally, immediately prior to the effective time of the Merger, except as described below, each option to purchase shares of Common Stock (which options are referred to as "Company stock options"), whether vested or unvested, that was then outstanding, was converted into the right to receive an amount in cash equal to the product of (a) the total number of shares of Common Stock subject to such Company stock option and (b) the excess, if any, of $32.00 over the exercise price per share of Common Stock subject to such Company stock option, less such amounts required to be withheld or deducted under applicable tax provisions. Pursuant to rollover agreements entered into between Parent and each of the Company's Chief Executive Officer and Chief Financial Officer, certain Company stock options held by such individuals were converted into options to purchase equity interests in an indirect parent entity of the Company.

The information set forth in the Introduction above and Item 5.02 below is incorporated herein by reference. Parent funded the Merger Consideration through equity financing obtained from the Equity Investors and entry into a new $670.0 million term loan and $50.0 million revolving loan facility with a syndicate of financial institutions led by Barclays Bank PLC, as administrative agent and collateral agent, and the issuance of $300.0 million 11.00% Senior Notes due 2020 by Merger Sub, the obligations of which were assumed by the Company upon the consummation of the Merger. As of the effective time of the Merger, the Company is indirectly beneficially owned approximately 54% by Permira IV. Pursuant to stockholders agreements entered into Permira IV, the Co-Investors and members of our management, Permira IV controls the Company through its right to appoint the board of directors of our indirect parent company and, subject to certain limitations, its ability to direct the vote of the Co-Investors and members of our management.

This description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 22, 2012.

In connection with the consummation of the Merger, all of the directors of the Company resigned from their positions as directors of the Company, as of the effective time of the Merger. Also, in accordance with the terms of the Merger Agreement, at the effective time of the Merger, the directors of Merger Sub were appointed the directors of the Company and the incumbent officers of the Company immediately prior to the effective time of the Merger were appointed as officers of the Company.

A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit
  No.                                     Description

 2.1         Agreement and Plan of Merger, dated as of October 21, 2012, by and
             among Global Generations International Inc., Global Generations Merger
             Sub Inc. and Ancestry.com Inc. (incorporated by reference to
             Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
             Securities and Exchange Commission on October 21, 2012)

99.1         Press Release Announcing Closing of Merger, dated December 28, 2012