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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LoopNet, Inc. [ LOOP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
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) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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. |