SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2006		C		124,850	A	⁽¹⁾	156,063	I	By PropertyFirst, LLC⁽²⁾⁽³⁾
Common Stock	06/12/2006		C		900,419	A	⁽¹⁾	1,125,522	I	By LoopNet Holdings LLC⁽²⁾⁽⁴⁾
Common Stock	06/12/2006		C		3,861	A	⁽¹⁾	4,826	I	By PropertyFirst, LLC⁽²⁾⁽⁵⁾
Common Stock	06/12/2006		C		46,187	A	⁽¹⁾	57,734	I	By LoopNet Holdings LLC⁽²⁾⁽⁶⁾
Common Stock	06/12/2006		C		1,182,926	A	⁽¹⁾	1,182,926	I	By Trinity Ventures VI, L.P.⁽²⁾
Common Stock	06/12/2006		C		36,586	A	⁽¹⁾	36,586	I	By Trinity VI Side-By-Side Fund, L.P.⁽²⁾
Common Stock	06/12/2006		M		576,306⁽⁷⁾	A	$0.308	1,759,232	I	By Trinity Ventures VI, L.P.⁽²⁾
Common Stock	06/12/2006		M		17,823⁽⁸⁾	A	$0.308	54,409	I	By Trinity VI Side-By-Side Fund, L.P.⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	06/12/2006		C			124,850	⁽¹⁾	⁽¹⁾	Common Stock	124,850	$0.00	0	I	By PropertyFirst, LLC⁽²⁾⁽³⁾
Series A Preferred Stock	⁽¹⁾	06/12/2006		C			900,419	⁽¹⁾	⁽¹⁾	Common Stock	900,419	$0.00	0	I	By LoopNet Holdings LLC⁽²⁾⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	06/12/2006		C			3,861	⁽¹⁾	⁽¹⁾	Common Stock	3,861	$0.00	0	I	By PropertyFirst, LLC⁽²⁾⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	06/12/2006		C			46,187	⁽¹⁾	⁽¹⁾	Common Stock	46,187	$0.00	0	I	By LoopNet Holdings LLC⁽²⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	06/12/2006		C			1,182,926	⁽¹⁾	⁽¹⁾	Common Stock	1,182,926	$0.00	0	I	By Trinity Ventures VI, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	06/12/2006		C			36,586	⁽¹⁾	⁽¹⁾	Common Stock	36,586	$0.00	0	I	By Trinity VI Side-By-Side Fund, L.P.⁽²⁾
Series C Preferred Stock Warrants (right to buy)	$0.308	06/12/2006		C			591,462	11/29/2001	11/29/2006	Series C Preferred Stock	591,462	$0.00	0	I	By Trinity Ventures VI, L.P.⁽²⁾
Series C Preferred Stock Warrants (right to buy)	$0.308	06/12/2006		C			18,292	11/29/2001	11/29/2006	Series C Preferred Stock	18,292	$0.00	0	I	By Trinity VI Side-By-Side Fund, L.P.⁽²⁾
Common Stock Warrants (right to buy)	$0.308	06/12/2006		C		591,462		11/29/2001	11/29/2006	Common Stock	591,462	$0.00	591,462	I	By Trinity Ventures VI, L.P.⁽²⁾
Common Stock Warrants (right to buy)	$0.308	06/12/2006		C		18,292		11/29/2001	11/29/2006	Common Stock	18,292	$0.00	18,292	I	By Trinity VI Side-By-Side Fund, L.P.⁽²⁾
Common Stock Warrants (right to buy)	$0.308	06/12/2006		M			591,462⁽⁷⁾	11/29/2001	11/29/2006	Common Stock	591,462⁽⁷⁾	$0.00	0	I	By Trinity Ventures VI, L.P.⁽²⁾
Common Stock Warrants (right to buy)	$0.308	06/12/2006		M			18,292⁽⁸⁾	11/29/2001	11/29/2006	Common Stock	18,292⁽⁸⁾	$0.00	0	I	By Trinity VI Side-By-Side Fund, L.P.⁽²⁾

Explanation of Responses:

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

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 beneficial ownership of the shares reported, except to the extent of his pecuniary interest therein.

3. 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.

4. 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.

5. 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.

6. 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.

7. Trinity Ventures VI, L.P. converted its warrant into common stock pursuant to a provision in the stock purchase warrant under which the issuer withheld 15,156 shares in payment of the exercise price, based on a fair market value of $12.00 on the date of conversion.

8. Trinity VI Side-By-Side Fund, L.P. converted its warrant into common stock pursuant to a provision in the stock purchase warrant under which the issuer withheld 469 shares in payment of the exercise price, based on a fair market value of $12.00 on the date of conversion.

Remarks:

	/s/ Maria T. Valles, Attorney-in-Fact	06/12/2006
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.