UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~October~~December 2611, 2012 (~~October 24~~December 10, 2012)

ANCESTRY.COM INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	001-34518	26-1235962	~~26-1235962~~
(State or other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
360 West 4800 North, Provo, UT		84604
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 705-7000


360 West 4800 North, Provo, UT				84604
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (801) 705-7000

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report.)~~Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~October~~December 2411, 2012, Ancestry.com Inc. (the “Company”) ~~announced~~issued ~~via~~ a press release ~~its~~announcing ~~preliminary~~that ~~results~~Institutional ofShareholder ~~operations~~Services ~~for~~has recommended that the Company’s stockholders vote “FOR” the proposals in its ~~quarter~~proxy ~~ended~~statement ~~September~~for the special meeting scheduled to be held on December 3027, 2012. Aat ~~copy~~the ofProvo ~~the~~Marriott ~~press release~~Hotel and Conference Center, which is ~~attached~~located asat ~~Exhibit 99~~101 West 100 North, Provo, Utah 84601, at 8:30 a.1m. ~~hereto~~Mountain Time. ~~The~~A ~~exhibit~~copy ~~contains~~of ~~references~~the topress ~~adjusted~~release ~~EBITDA~~is ~~and~~attached ~~free~~hereto ~~cash~~as Exhibit ~~flow,~~99.1 ~~which~~and ~~are~~is ~~considered~~incorporated ~~non-GAAP~~by ~~financial~~reference ~~measures~~herein.

~~Management~~Item ~~believes that adjusted EBITDA and free cash flow are useful measures of operating performance because they exclude items that the Company does not consider indicative of its core performance~~9. ~~In the case of adjusted EBITDA, the Company adjusts net income for such things as interest, income taxes, stock-based compensation and certain non-cash and non-recurring items~~01. ~~Free~~Financial ~~cash~~Statements ~~flow subtracts from adjusted EBITDA the capitalization of content databases, purchases of property~~ and ~~equipment, and cash paid for income taxes and interest~~Exhibits. However, these non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net income and net cash provided by operating activities, or other financial measures prepared in accordance with GAAP. A reconciliation to the GAAP equivalents of these non-GAAP measures is contained in the press release and is also posted on the Company’s website.

Management uses adjusted EBITDA and free cash flow as measures of operating performance; for planning purposes, including the preparation of the annual operating budget; to allocate resources to enhance the financial performance of the Company’s business; to evaluate the effectiveness of the Company’s business strategies; to provide consistency and comparability with past financial performance; to facilitate (a) ~~comparison~~Not ~~of the Company’s results with those of other companies; and in communications with the Board of Directors concerning the Company’s financial performance~~applicable. ~~The Company also uses adjusted EBITDA and has used free cash flow as factors when determining management’s incentive compensation.~~

~~The information in this Item 2.02~~ (~~including the related information in Exhibit 99.1~~b) ~~shall~~Not ~~not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended~~applicable.

~~ITEM~~(c) ~~9.01~~Not ~~Financial Statements and Exhibits~~applicable.

(d)		Exhibit				Description
				99.1		Press release dated October 24, 2012 by the Company reporting its preliminary results of operations for the quarter ended September 30, 2012.

(d)

Exhibits.


Exhibit Number		Description

99.1		Press Release of Ancestry.com Inc., dated December 11, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	ANCESTRY.COM INC.
	Ancestry.com Inc.
	(Registrant)
Date: December 11, 2012	By:	/s/ William C. Stern
Date: October 26, 2012	By:	/s/ William C. Stern
		Name:	William C. Stern
		William C. Stern
		Title:	General Counsel
		General Counsel

INDEX OF EXHIBITS

Exhibit		Description
ExhibitNumber		Description
99.1		Press ~~release~~Release ~~dated~~of ~~October~~Ancestry.com 24Inc., ~~2012~~dated byDecember ~~the Company reporting its preliminary results of operations for its quarter ended September 30~~11, 2012.

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