-----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, DjyNlwWnKaR0dw4W6CWl3/h7mKXw5f9Dew47ehZFM84rRELUaV/iWMkxWFS3yJcT 2ovgcHKC3nhE3rPfeRCHnQ== 0001104659-08-038559.txt : 20080606 0001104659-08-038559.hdr.sgml : 20080606 20080606163552 ACCESSION NUMBER: 0001104659-08-038559 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 GROUP MEMBERS: ALAN G. SPOON GROUP MEMBERS: POLARIS VENTURE MANAGEMENT CO. V, L.L.C. GROUP MEMBERS: POLARIS VENTURE PARTNERS ENTREPRENEURS FUND V, L.P. GROUP MEMBERS: POLARIS VENTURE PARTNERS FOUNDERS FUND V, L.P. GROUP MEMBERS: POLARIS VENTURE PARTNERS V, L.P. GROUP MEMBERS: POLARIS VENTURE SPECIAL FOUNDERS FUND V, L.P. GROUP MEMBERS: TERRANCE G. MCGUIRE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET BRANDS, INC. CENTRAL INDEX KEY: 0001080131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954711621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83613 FILM NUMBER: 08886101 BUSINESS ADDRESS: STREET 1: 909 N. SEPULVEDA BOULEVARD STREET 2: 11TH FLOOR CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: (800) 431-2500 MAIL ADDRESS: STREET 1: 909 N. SEPULVEDA BOULEVARD STREET 2: 11TH FLOOR CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: CARSDIRECT COM INC DATE OF NAME CHANGE: 20000503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Flint Jonathan A CENTRAL INDEX KEY: 0001295676 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 7812900770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 SC 13G 1 a08-16047_1sc13g.htm SC 13G

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Internet Brands, Inc.

(Name of Issuer)

Common Stock, Class A, par value $0.001 per share

(Title of Class of Securities)

460608102

(CUSIP Number)

May 29, 2008

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 

 

 

1.

NAMES OF REPORTING PERSONS

Polaris Venture Partners V, L.P. (“PVP V”)

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)

o

 

 

(b)

x

 

 

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

2,010,915 shares, except that Polaris Venture Management Co. V, L.L.C. (“Polaris V”), the general partner of PVP V, may be deemed to have sole power to vote these shares, and Jonathan A. Flint (“Flint”), Terrance G. McGuire (“McGuire”) and Alan G. Spoon (“Spoon”), the managing members of Polaris V, may be deemed to have shared power to vote these shares.

 

6.

SHARED VOTING POWER

See response to row 5.

 

7.

SOLE DISPOSITIVE POWER

2,010,915 shares, except that Polaris V, the general partner of PVP V, may be deemed to have sole power to dispose of these shares, and Flint, McGuire and Spoon, the managing members of Polaris V, may be deemed to have shared power to dispose of these shares.

 

8.

SHARED DISPOSITIVE POWER

See response to row 7.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,010,915

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.9% (1)

 

 

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

 


 

 

(1)           Based upon 40,688,774 shares of Class A Common Stock, par value $0.001 per share, outstanding as of

March 31, 2008.

 

2



 

CUSIP No. 

 

 

1.

NAMES OF REPORTING PERSONS

Polaris Venture Partners Entrepreneurs’ Fund V, L.P. (“Entrepreneurs’ V”)

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)

o

 

 

(b)

x

 

 

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

39,193 shares, except that Polaris V, the general partner of Entrepreneurs’ V, may be deemed to have sole power to vote these shares, and Flint, McGuire and Spoon, the managing members of Polaris V, may be deemed to have shared power to vote these shares.

 

6.

SHARED VOTING POWER

See response to row 5

 

7.

SOLE DISPOSITIVE POWER

39,193 shares, except that Polaris V, the general partner of Entrepreneurs’ V, may be deemed to have sole power to dispose of these shares, and Flint, McGuire and Spoon, the managing members of Polaris V, may be deemed to have shared power to dispose of these shares.

 

8.

SHARED DISPOSITIVE POWER

See response to row 7

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

39,193

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1% (2)

 

 

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

 


 

 

(2)           Based upon 40,688,774 shares of Class A Common Stock, par value $0.001 per share, outstanding as of

March 31, 2008.

 

3



 

CUSIP No. 

 

 

1.

NAMES OF REPORTING PERSONS

Polaris Venture Partners Founders’ Fund V, L.P. (“Founders’ V”)

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)

o

 

 

(b)

x

 

 

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

13,775 shares, except that Polaris V, the general partner of Founders’ V, may be deemed to have sole power to vote these shares, and Flint, McGuire and Spoon, the managing members of Polaris V, may be deemed to have shared power to vote these shares.

 

6.

SHARED VOTING POWER

See response to row 5.

 

7.

SOLE DISPOSITIVE POWER

13,775 shares, except that Polaris V, the general partner of Founders’ V, may be deemed to have sole power to dispose of these shares, and Flint, McGuire and Spoon, the managing members of Polaris V, may be deemed to have shared power to dispose of these shares.

 

8.

SHARED DISPOSITIVE POWER

See response to row 7.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,775

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0% (3)

 

 

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

 


 

(3)           Based upon 40,688,774 shares of Class A Common Stock, par value $0.001 per share, outstanding as of

March 31, 2008.

 

4



 

CUSIP No. 

 

 

1.

NAMES OF REPORTING PERSONS

Polaris Venture Special Founders’ Fund V, L.P. (“Special Founders’ V”)

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)

o

 

 

(b)

x

 

 

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

20,109 shares, except that Polaris V, the general partner of Special Founders’ V, may be deemed to have sole power to vote these shares, and Flint, McGuire and Spoon, the managing members of Polaris V, may be deemed to have shared power to vote these shares.

 

6.

SHARED VOTING POWER

See response to row 5.

 

7.

SOLE DISPOSITIVE POWER

20,109 shares, except that Polaris V, the general partner of Special Founders’ V, may be deemed to have sole power to dispose of these shares, and Flint, McGuire and Spoon, the managing members of Polaris V, may be deemed to have shared voting power to dispose of these shares.

 

8.

SHARED DISPOSITIVE POWER

See response to row 7.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,109

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0% (4)

 

 

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

 


 

(4)           Based upon 40,688,774 shares of Class A Common Stock, par value $0.001 per share, outstanding as of

March 31, 2008.

 

5



 

CUSIP No. 

 

 

1.

NAMES OF REPORTING PERSONS

Polaris Venture Management Co.
V, L.L.C. (“Polaris V”)

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)

o

 

 

(b)

x

 

 

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

2,083,992 shares, of which 2,010,915 are directly owned by PVP V, 39,193 are directly owned by Entrepreneurs’ V, 13,775 are directly owned by Founders’ V and 20,109 are directly owned by Special Founders’ V.  Polaris V, the general partner of PVP V, Entrepeneurs’ V, Founders’ V and Special Founders’ V, may be deemed to have sole power to vote these shares, and Flint, McGuire and Spoon, the managing members of Polaris V, may be deemed to have shared power to vote these shares.

 

6.

SHARED VOTING POWER

See response to row 5.

 

7.

SOLE DISPOSITIVE POWER

2,083,992 shares, of which 2,010,915 are directly owned by PVP V, 39,193 are directly owned by Entrepreneurs’ V, 13,775 are directly owned by Founders’ V and 20,109 are directly owned by Special Founders’ V.  Polaris V, the general partner of PVP V, Entrepreneurs’ V, Founders’ V and Special Founders’ V, may be deemed to have sole power to dispose of these shares, and Flint, McGuire and Spoon, the managing members of Polaris V, may be deemed to have shared power to dispose of these shares.

 

8.

SHARED DISPOSITIVE POWER

See response to row 7.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,083,992

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1% (5)

 

 

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

 


 

(5)           Based upon 40,688,774 shares of Class A Common Stock, par value $0.001 per share, outstanding as of

March 31, 2008.

 

6



 

CUSIP No. 

 

 

1.

NAMES OF REPORTING PERSONS

Jonathan A. Flint (“Flint”)

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

SOLE VOTING POWER

0 shares

 

6.

SHARED VOTING POWER

2,083,992 shares, of which 2,010,915 are directly owned by PVP V, 39,193 are directly owned by Entrepreneurs’ V, 13,775 are directly owned by Founders’ V and 20,109 are directly owned by Special Founders’ V.  Polaris V, the general partner of PVP V, Entrepeneurs’ V, Founders’ V and Special Founders’ V, may be deemed to have sole power to vote these shares.  Flint, a managing member of Polaris V, may be deemed to have shared power to vote these shares.

 

7.

SOLE DISPOSITIVE POWER

0 shares

 

8.

SHARED DISPOSITIVE POWER

2,083,992 shares, of which 2,010,915 are directly owned by PVP V, 39,193 are directly owned by Entrepreneurs’ V, 13,775 are directly owned by Founders’ V and 20,109 are directly owned by Special Founders’ V.  Polaris V, the general partner of PVP V, Entrepeneurs’ V, Founders’ V and Special Founders’ V, may be deemed to have sole power to dispose of these shares.  Flint, a managing member of Polaris V, may be deemed to have shared power to dispose of these shares.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,083,992

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1% (6)

 

 

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 


 

(6)           Based upon 40,688,774 shares of Class A Common Stock, par value $0.001 per share, outstanding as of

March 31, 2008.

 

7



 

CUSIP No. 

 

 

1.

NAMES OF REPORTING PERSONS

Terrance G. McGuire (“McGuire”)

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

SOLE VOTING POWER

0 shares

 

6.

SHARED VOTING POWER

2,083,992 shares, of which 2,010,915 are directly owned by PVP V, 39,193 are directly owned by Entrepreneurs’ V, 13,775 are directly owned by Founders’ V and 20,109 are directly owned by Special Founders’ V.  Polaris V, the general partner of PVP V, Entrepeneurs’ V, Founders’ V and Special Founders’ V, may be deemed to have sole power to vote these shares.  McGuire, a managing member of Polaris V, may be deemed to have shared power to vote these shares.

 

7.

SOLE DISPOSITIVE POWER

0 shares

 

8.

SHARED DISPOSITIVE POWER

2,083,992 shares, of which 2,010,915 are directly owned by PVP V, 39,193 are directly owned by Entrepreneurs’ V, 13,775 are directly owned by Founders’ V and 20,109 are directly owned by Special Founders’ V.  Polaris V, the general partner of PVP V, Entrepeneurs’ V, Founders’ V and Special Founders’ V, may be deemed to have sole power to dispose of these shares.  McGuire, a managing member of Polaris V, may be deemed to have shared power to dispose of these shares.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,083,992

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1% (7)

 

 

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 


 

(7)           Based upon 40,688,774 shares of Class A Common Stock, par value $0.001 per share, outstanding as of

March 31, 2008.

 

8



 

CUSIP No. 

 

 

1.

NAMES OF REPORTING PERSONS

Alan G. Spoon (“Spoon”)

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

SOLE VOTING POWER

0 shares

 

6.

SHARED VOTING POWER

2,083,992 shares, of which 2,010,915 are directly owned by PVP V, 39,193 are directly owned by Entrepreneurs’ V, 13,775 are directly owned by Founders’ V and 20,109 are directly owned by Special Founders’ V.  Polaris V, the general partner of PVP V, Entrepeneurs’ V, Founders’ V and Special Founders’ V, may be deemed to have sole power to vote these shares.  Spoon, a managing member of Polaris V, may be deemed to have shared power to vote these shares.

 

7.

SOLE DISPOSITIVE POWER

0 shares

 

8.

SHARED DISPOSITIVE POWER

2,083,992 shares, of which 2,010,915 are directly owned by PVP V, 39,193 are directly owned by Entrepreneurs’ V, 13,775 are directly owned by Founders’ V and 20,109 are directly owned by Special Founders’ V.  Polaris V, the general partner of PVP V, Entrepeneurs’ V, Founders’ V and Special Founders’ V, may be deemed to have sole power to dispose of these shares.  Spoon, a managing member of Polaris V, may be deemed to have shared power to dispose of these shares.

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,083,992

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1% (8)

 

 

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 


 

(8)           Based upon 40,688,774 shares of Class A Common Stock, par value $0.001 per share, outstanding as of

March 31, 2008.

 

9



 

Item 1.

 

(a)

Name of Issuer

 

Internet Brands, Inc. (the Issuer)

 

(b)

Address of Issuer’s Principal Executive Offices

 

909 North Sepulveda Blvd., 11th Floor, El Segundo, CA 90245

 

Item 2.

 

(a)

Name of Person Filing

 

This Statement is filed by:

 

(i)                          Polaris Venture Partners V, L.P., a Delaware limited partnership (“PVP V”)

 

(ii)                       Polaris Venture Partners Entrepreneurs’ Fund V, L.P., a Delaware limited partnership (“Entrepeneurs’ V”)

 

(iii)                    Polaris Venture Partners Founders’ Fund V, L.P., a Delaware limited partnership (“Founders’ V”)

 

(iv)                   Polaris Venture Partners Special Founders’ Fund V, L.P., a Delaware limited partnership (“Special Founders’ V”)

 

(v)                      Polaris Venture Management Co. V, L.L.C., a Delaware limited liability company (“Polaris V”)

 

(vi)                   Jonathan A. Flint (“Flint”)

 

(vii)                Terrance G. McGuire (“McGuire”)

 

(viii)             Alan G. Spoon (“Spoon”)

 

Flint, McGuire, and Spoon are the managing members of Polaris V.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

Polaris V, the general partner of PVP V, Entrepreneurs’ V, Founders’ V and Special Founders’ V, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by PVP V, Entrepreneurs’ V, Founders’ V and Special Founders’ V.  Flint, McGuire and Spoon are the managing members of Polaris V and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by PVP V, Entrepreneurs’ V, Founders’ V and Special Founders’ V.

 

(b)

Address of Principal Business Office or, if none, Residence

 

The address for each of the Reporting Persons is:

 

Polaris Venture Partners

1000 Winter Street

Suite 3350

Waltham, MA 02451

 

(c)

Citizenship

 

PVP V, Entrepreneurs’ V, Founders’ V and Special Founders’ V are Delaware limited partnerships; Polaris V is a Delaware limited liability company; Flint, McGuire and Spoon are United States citizens.

 

(d)

Title of Class of Securities

 

This statement relates to the Issuer’s Class A Common Stock, $0.001 par value per share (Class A Common Stock).  The Class A Common Stock is registered under Section 12 of the Act.

 

(e)

CUSIP Number

 

460608102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

10



 

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable.

 

11



 

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:   

 

See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of class:   (Based upon 40,688,774 shares of Class A Common Stock, par value $0.001 per share, outstanding as of March 31, 2008.):

 

See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

See Row 5 of cover page for each Reporting Person.

 

 

(ii)

Shared power to vote or to direct the vote    

 

See Row 6 of cover page for each Reporting Person.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

See Row 7 of cover page for each Reporting Person.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

See Row 8 of cover page for each Reporting Person.

 

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 of the class of securities, check the following   o.

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Under certain circumstances set forth in the limited partnership agreements of PVP V, Entrepreneurs’ Fund V, Founders’ Fund V and Special Founders’ Fund V, the general partner of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner. 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

12



 

Item 10.

Certification

By signing below each of the undersigned certify that, to the best of the undersigned’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated as of June 4, 2008.

 

 

POLARIS VENTURE PARTNERS V, L.P.

 

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

POLARIS VENTURE PARTNERS

 

ENTREPRENEURS’ FUND V, L.P.

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

POLARIS VENTURE PARTNERS

 

FOUNDERS’ FUND V, L.P.

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

POLARIS VENTURE PARTNERS SPECIAL

 

FOUNDERS’ FUND V, L.P.

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

 

POLARIS VENTURE MANAGEMENT CO. V,

 

 

L.L.C.

 

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

JONATHAN A. FLINT

 

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

13



 

TERRANCE G. MCGUIRE

 

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

ALAN G. SPOON

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

14



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

 

A

 

Joint Filing Agreement, dated June 4, 2008

16

 

 

 

 

B

 

Reference to Donald J. MacKenzie as Authorized Signatory

18

 

15



 

EXHIBIT A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Internet Brands, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Dated: June 4, 2008

 

POLARIS VENTURE PARTNERS V, L.P.

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

POLARIS VENTURE PARTNERS

 

ENTREPRENEURS’ FUND V, L.P.

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

POLARIS VENTURE PARTNERS

 

FOUNDERS’ FUND V, L.P.

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

POLARIS VENTURE PARTNERS SPECIAL

 

FOUNDERS’ FUND V, L.P.

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

POLARIS VENTURE MANAGEMENT CO. V,

 

L.L.C.

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

JONATHAN A. FLINT

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

16



 

TERRANCE G. MCGUIRE

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

 

ALAN G. SPOON

 

 

By: 

/s/ Donald J. MacKenzie

 

 

 

 

Name: Donald J. MacKenzie

 

 

 

Title: Authorized Signatory

 

17



 

EXHIBIT B

 

REFERENCE TO DONALD J. MACKENZIE AS AUTHORIZED SIGNATORY

 

Donald J. MacKenzie has signed the enclosed documents as Authorized Signatory.  Note that copies of the applicable Agreement to File Jointly and Statement Appointing Designated Filer and Authorized Signatory are already on file with the appropriate agencies.

 

18


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