SEC FORM 3

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^*

Fenton Noel J

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 160

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2006

3. Issuer Name and Ticker or Trading Symbol
LoopNet, Inc. [ LOOP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	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	31,213	I	By PropertyFirst, LLC⁽¹⁾⁽²⁾
Common Stock	225,103	I	By LoopNet Holdings LLC⁽²⁾⁽³⁾
Common Stock	965	I	By PropertyFirst, LLC⁽²⁾⁽⁴⁾
Common Stock	11,547	I	By LoopNet Holdings LLC⁽²⁾⁽⁵⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	124,850	⁽⁶⁾	I	By PropertyFirst, LLC⁽¹⁾⁽²⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	900,419	⁽⁶⁾	I	By LoopNet Holdings LLC⁽²⁾⁽³⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	3,861	⁽⁶⁾	I	By PropertyFirst, LLC⁽²⁾⁽⁴⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	46,187	⁽⁶⁾	I	By LoopNet Holdings LLC⁽²⁾⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,182,926	⁽⁶⁾	I	By Trinity Ventures VI, L.P.⁽²⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	36,586	⁽⁶⁾	I	By Trinity VI Side-By-Side Fund, L.P.⁽²⁾
Series C Preferred Stock Warrants (right to buy)	11/29/2001	11/29/2006	Series C Preferred Stock	591,462	$0.308	I	By Trinity Ventures VI, L.P.⁽²⁾
Series C Preferred Stock Warrants (right to buy)	11/29/2001	11/29/2006	Series C Preferred Stock	18,292	$0.308	I	By Trinity VI Side-By-Side Fund, L.P.⁽²⁾

Explanation of Responses:

1. Represents shares held by PropertyFirst, LLC through which Trinity Ventures VI, L.P. holds the majority of the voting powers through the operating agreement of PropertyFirst, LLC.

2. The Reporting Person is a managing member of Trinity TVL VI, LLC, the General Partner of Trinity Ventures VI, L.P. and Trinity VI Side-by-Side Fund, L.P., but disclaims ownership of the shares reported, except to the extent of his pecuniary interest therein.

3. Represents shares held by LoopNet Holdings LLC through which Trinity Ventures VI, L.P. holds the majority of the voting powers through the operating agreement of LoopNet Holdings LLC.

4. Represents shares held by PropertyFirst, LLC through which Trinity VI Side-By-Side Fund, L.P. holds the majority of the voting powers through the operating agreement of PropertyFirst, LLC.

5. Represents shares held by LoopNet Holdings LLC through which Trinity VI Side-By-Side Fund, L.P. holds the majority of the voting powers through the operating agreement of LoopNet Holdings LLC.

6. The Issuer's Preferred Stock will automatically convert into Common Stock on a 1-to-1 basis upon the closing of the Issuer's initial public offering.

Remarks:

	/s/ Maria Valles, Attorney-in-Fact	06/06/2006
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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