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

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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^*

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2007

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	03/16/2007		G	V	6,366	D	$0.00	0⁽¹⁾	D
Common Stock								1,772,846⁽²⁾⁽³⁾	I	By Trinity Ventures VI, L.P.
Common Stock								68,196⁽³⁾⁽⁴⁾	I	By Trinity Side-By-Side Fund, L.P.

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)

Explanation of Responses:

1. Since the reporting person's last report, 6,366 shares previously owned indirectly through Trinity Ventures VI, L.P. and Trinity VI Side-by-Side Fund, L.P. were distributed to the reporting person and were owned directly by the reporting person prior to the gifting of such shares reported herein.

2. Since the reporting person's last report, (i) 156,077 shares previously held by PropertyFirst, LLC and 1,125,522 shares previously held by LoopNet Holdings LLC -- through which Trinity Ventures VI, L.P. held the majority of the voting powers through the respective operating agreements -- have been distributed to Trinity Ventures VI, L.P. and (ii) Trinity Ventures VI, L.P. has distributed an aggregate of 1,267,985 to its partners in accordance with its partnership agreement.

3. 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 the extent of his pecuniary interest therein.

4. Since the reporting person's last report, (i) 4,828 shares previously held by PropertyFirst, LLC and 57,734 shares previously held by LoopNet Holdings LLC -- through which Trinity VI Side-by-Side Fund, L.P. held the majority of the voting powers through the respective operating agreements -- have been distributed to Trinity VI Side-by-Side Fund, L.P. and (ii) Trinity VI Side-by-Side Fund, L.P. has distributed an aggregate of 48,775 to its partners in accordance with its partnership agreement.

Remarks:

	/s/ Maria T. Valles, Attorney-in-Fact	03/19/2007
	** 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).
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