SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* U S Venture Partners IX L P (Last) (First) (Middle) 2735 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/10/2011	3. Issuer Name and Ticker or Trading Symbol QUEPASA CORP [ QPSA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)(2)	4,012,003	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On November 10, 2011, the Issuer's wholly-owned subsidiary merged with Insider Guides, Inc., a privately-held Delaware corporation, doing business as "myYearbook". Holders of Insider Guides securities received cash and shares of the issuer's common stock as merger consideration. U.S. Venture Partners IX, L.P. a former holder of Insider Guides, Inc. Preferred Shares received cash and common stock of Issuer in exchange of these Preferred Shares. The cash and common shares received were based on the Issuer's average closing share price of $3.938, which was based on the average Issuer's closing price for the twenty days immediately preceeding the merger. The closing price of the Issuer's common stock on November 10, 2011 was $4.08.

2. This report is one of two reports each on a separate Form 3; however, these forms are related to the same transaction being filed by the reporting persons. Presidio Management Group IX, LLC ("PMG IX") is the general partner of US Venture Partners IX, L.P. ("USVP IX") and Irwin Federman, Winston S. Fu, Steven M. Krausz, David E. Liddle, Paul A Matteucci, Jonathan D. Root, Christopher J. Rust, Casey M. Tansey, and Philip M. Young, the managing members of PMG IX, may be deemed to share voting and dispositive power over the shares held by USVP IX. Such persons and entities disclaim beneficial ownership of shares held by USVP IX, except to the extent of any proportionate pecuniary interest therein.

Remarks:

	Michael P. Maher	11/16/2011
	** 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 5 (b)(v).
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