Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G0uSbAKCEEACH0Nz2RaqVXZNqkZ/1WViVziMjJ7NSaSbZK1zQiUIirB8own3waoQ 4rqpgL2goFuuf250xYbTfg== 0001193125-07-029512.txt : 20070213 0001193125-07-029512.hdr.sgml : 20070213 20070213163438 ACCESSION NUMBER: 0001193125-07-029512 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: TL VENTURES III GENERAL PARTNER L.P. GROUP MEMBERS: TL VENTURES III INTERFUND L.P. GROUP MEMBERS: TL VENTURES III MANAGEMENT L.P. GROUP MEMBERS: TL VENTURES III MANAGER LLC GROUP MEMBERS: TL VENTURES III OFFSHORE L.P. GROUP MEMBERS: TL VENTURES III OFFSHORE LTD. GROUP MEMBERS: TL VENTURES III OFFSHORE PARTNERS L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TL VENTURES III LP CENTRAL INDEX KEY: 0001030682 IRS NUMBER: 232871371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 800 THE SAFEGUARD BUILDING 435 DEVON STREET 2: PARK DRIVE / 610-971-1515 CITY: WAYNE STATE: PA ZIP: 19087 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Traffic.com, Inc. CENTRAL INDEX KEY: 0001097503 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 251823631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81464 FILM NUMBER: 07610704 BUSINESS ADDRESS: STREET 1: 851 DUPORTAIL ROAD, SUITE 220 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-725-9700 MAIL ADDRESS: STREET 1: 851 DUPORTAIL ROAD, SUITE 220 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: TRAFFIC COM INC DATE OF NAME CHANGE: 19991022 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under The Securities Exchange Act Of 1934

(Amendment No. )¹

Traffic.com, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

892717109

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

¹	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 892717109		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		TL Ventures III L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) x
		(b) ¨
3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		-0-
		6 SHARED VOTING POWER

		1,834,403
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		1,834,403


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,834,403
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 2 of 16


CUSIP No. 892717109		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		TL Ventures III Management L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) x
		(b) ¨
3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		-0-
		6 SHARED VOTING POWER

		1,834,403
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		1,834,403


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,834,403
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 3 of 16


CUSIP No. 892717109		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		TL Ventures III Manager LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) x
		(b) ¨
3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		-0-
		6 SHARED VOTING POWER

		1,834,403
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		1,834,403


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,834,403
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 4 of 16


CUSIP No. 892717109		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		TL Ventures III Interfund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) x
		(b) ¨
3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		-0-
		6 SHARED VOTING POWER

		1,834,403
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		1,834,403


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,834,403
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 5 of 16


CUSIP No. 892717109		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		TL Ventures III General Partner L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) x
		(b) ¨
3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		-0-
		6 SHARED VOTING POWER

		1,834,403
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		1,834,403


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,834,403
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 6 of 16


CUSIP No. 892717109		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		TL Ventures III Offshore L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) x
		(b) ¨
3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands, British West Indies


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		-0-
		6 SHARED VOTING POWER

		1,834,403
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		1,834,403


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,834,403
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 7 of 16


CUSIP No. 892717109		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		TL Ventures III Offshore Partners L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) x
		(b) ¨
3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		-0-
		6 SHARED VOTING POWER

		1,834,403
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		1,834,403


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,834,403
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 8 of 16


CUSIP No. 892717109		SCHEDULE 13G


1		NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		TL Ventures III Offshore Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) x
		(b) ¨
3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		-0-
		6 SHARED VOTING POWER

		1,834,403
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		1,834,403


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,834,403
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	8.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 9 of 16


Item 1(a)		Name of Issuer:

		Traffic.com, Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		851 Duportail Road Wayne, PA 19087

Item 2(a)		Name of Person Filing:

		(1) TL Ventures III L.P. (2) TL Ventures III Management L.P. (3) TL Ventures III General Partner L.P. (4) TL Ventures III Manager LLC (5) TL Ventures III Offshore L.P. (6) TL Ventures III Offshore Partners L.P. (7) TL Ventures III Offshore Ltd. (8) TL Ventures III Interfund L.P.

Item 2(b)		Address of Principal Business Offices:

		(1),(2),(3),(4),(8): 700 Building 435 Devon Park Drive Wayne, PA 19087-1990 (5)&(6): c/o Trident Trust Company (Cayman) Limited P.O. Box 847 One Capitol Place, 4^th Floor Grand Cayman, Cayman Islands British West Indies (7): c/o Myers & Calder PO Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands British West Indies

Item 2(c)		Citizenship:

		(1),(2),(3), (8): Delaware limited partnership (4): Delaware limited liability company (5),(6),(7): Cayman Island company

Page 10 of 16

Item 2(d)

Title of Class of Securities:

Common Stock

Item 2(e)

CUSIP Number:

892717109

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act

(d)

Investment company registered under Section 8 of the Investment Company Act

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Not applicable


Item 4	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned: 1,834,403

	(b)	Percent of class: 8.8% (1)

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: 1,834,403

Page 11 of 16



		(ii)	Shared power to vote or to direct the vote: -0-

		(iii)	Sole power to dispose or to direct the disposition of: 1,834,403

		(iv)	Shared power to dispose or to direct the disposition of: -0-

	(1) Calculated on the basis of 20,597,273 shares of common stock outstanding by Traffic.com, Inc. on October 31, 2006.

	TL Ventures III L.P. (“TL III”), TL Ventures III Offshore L.P. (“TL III Offshore”) and TL Ventures III Interfund L.P. (“TL III Interfund”) are venture capital funds, which are required by their governing documents to make all investment, voting and disposition actions in parallel. TL III is the record holder of 1,266,480 shares and warrants to purchase 210,528 shares; TL III Offshore is the record holder of 265,102 shares and warrants to purchase 44,067 shares; and TL III Interfund is the record holder of 41,353 shares and warrants to purchase 6,873 shares. TL Ventures III Manager LLC is the sole general partner of TL Ventures III General Partner L.P., the sole general partner of TL Ventures III Management L.P., the sole general partner of TL III, and TL Ventures III Manager LLC is the sole general partner of TL Ventures III General Partner L.P., the sole general partner of TL III Interfund. As such, TL Ventures III Manager LLC has sole authority and responsibility for all investment, voting and disposition decisions for TL III and TL III Interfund, which powers, other than investments, are exercised through its three-member board of managers, by majority vote. Investment decisions require a majority vote of the members of TL Ventures III Manager LLC. TL Ventures III Offshore Ltd. is the sole general partner of TL Ventures Offshore Partners L.P., which is the sole general partner of TL III Offshore. As such, it has sole authority and responsibility for investment, voting and disposition decisions for TL III Offshore, which powers are exercised through its three-member board of directors, by majority vote. TL Ventures IV L.P. (“TL IV”) is a venture capital fund which is affiliated with TL III and its related entities listed above. TL IV and certain of its related entities beneficially own 5,779,918 shares of common stock of Traffic.com, Inc., constituting 27.5% of the common stock of Traffic.com, Inc. Such shares are not included in the shares reported elsewhere in this Schedule 13G as being beneficially owned by TL III and its related entities. Because TL IV and TL III generally make investment, voting and disposition actions concerning the common stock of Traffic.com, Inc. in tandem, TL III may be deemed to beneficially own the shares of common stock beneficially owned by TL IV. TL IV has filed a separate Schedule 13G detailing its beneficial ownership of common stock of Traffic.com, Inc.

Item 5	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent

Page 12 of 16



		of the class of securities, check the following ¨

Item 6		Ownership of More than Five Percent on Behalf of Another Person.

		Not applicable

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

		Not applicable

Item 8		Identification and Classification of Members of the Group.

		See “Exhibit A” attached hereto.

Item 9		Notice of Dissolution of Group.

		Not applicable

Item 10		Certification.

		Not applicable

Page 13 of 16

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 13, 2007	TL VENTURES III L.P.

	By:	TL Ventures III Management L.P.,
		its general partner
	By:	TL Ventures III General Partner L.P.,
		its general partner
	By:	TL Ventures III Manager LLC,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES III OFFSHORE L.P.

	By:	TL Ventures III Offshore Partners L.P.,
		its general partner
	By:	TL Ventures III Offshore Ltd.,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES III INTERFUND L.P.

	By:	TL Ventures III General Partner L.P.,
		its general partner
	By:	TL Ventures III Manager LLC,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES III MANAGER LLC

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

Page 14 of 16


		TL VENTURES III OFFSHORE LTD.

		By:		/s/ Janet L. Stott
		Name:		Janet L. Stott
		Title:		Controller

		TL VENTURES III MANAGEMENT L.P.

		By:		TL Ventures III General Partner L.P., its general
				partner
		By:		TL Ventures III Manager LLC,
				its general partner

		By:		/s/ Janet L. Stott
		Name:		Janet L. Stott
		Title:		Controller

		TL VENTURES III OFFSHORE PARTNERS L.P.

		By:		TL Ventures III Offshore Ltd.,
				its general partner

		By:		/s/ Janet L. Stott
		Name:		Janet L. Stott
		Title:		Controller

		TL VENTURES III GENERAL PARTNER L.P.

		By:		TL Ventures III Manager LLC,
				its general partner

		By:		/s/ Janet L. Stott
		Name:		Janet L. Stott
		Title:		Controller

Page 15 of 16

EXHIBIT A

TL Ventures III L.P., TL Ventures III Management L.P., TL Ventures III General Partner L.P., TL Ventures III Manager LLC, TL Ventures III Offshore L.P., TL Ventures III Offshore Partners L.P., TL Ventures III Offshore Ltd., and TL Ventures III Interfund L.P., are members of a group for purposes of Sections 13 (d) and 13 (g) of the Securities Exchange Act of 1934.

Page 16 of 16

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