sc13dza

0000950123-11-011846.txt : 20110210 0000950123-11-011846.hdr.sgml : 20110210 20110210162914 ACCESSION NUMBER: 0000950123-11-011846 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110210 GROUP MEMBERS: BRET PEARLMAN GROUP MEMBERS: ELEVATION ASSOCIATES, L.P. GROUP MEMBERS: ELEVATION ASSOCIATES, LLC GROUP MEMBERS: ELEVATION EMPLOYEE SIDE FUND, LLC GROUP MEMBERS: ELEVATION MANAGEMENT, LLC GROUP MEMBERS: FRED ANDERSON GROUP MEMBERS: MARC BODNICK GROUP MEMBERS: PAUL HEWSON GROUP MEMBERS: ROGER MCNAMEE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOVE INC CENTRAL INDEX KEY: 0001085770 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 954438337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58289 FILM NUMBER: 11592961 BUSINESS ADDRESS: STREET 1: 30700 RUSSELL RANCH RD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 805-557-2300 MAIL ADDRESS: STREET 1: 30700 RUSSELL RANCH RD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 FORMER COMPANY: FORMER CONFORMED NAME: HOMESTORE INC DATE OF NAME CHANGE: 20021113 FORMER COMPANY: FORMER CONFORMED NAME: HOMESTORE COM INC DATE OF NAME CHANGE: 19990505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Elevation Partners, L.P. CENTRAL INDEX KEY: 0001344061 IRS NUMBER: 201333170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 687-6700 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13D/A 1 f58275sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Move, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

62458M108

(CUSIP Number)

Fred Anderson
Elevation Partners, L.P.
2800 Sand Hill Road, Suite 160
Menlo Park, CA 94025
(650) 687-6700

Copy to:

Kirsten J. Jensen, Esq.
Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, California 94304
(650) 251-5000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 9, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.


* 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 disclosures provided in a prior cover page.

The information required on 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.		62458M108


1	NAMES OF REPORTING PERSONS. Elevation Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			28,337,585.71

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			28,337,585.71

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	28,337,585.71

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	15.2%

14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)

	PN


CUSIP No.		62458M108

NAMES OF REPORTING PERSONS.

Elevation Associates, L.P.

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

(a) þ

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

28,337,585.71*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

28,337,585.71*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,337,585.71*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.2%

TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)

* The Reporting Person disclaims beneficial ownership as described under Item 5.


CUSIP No.		62458M108

NAMES OF REPORTING PERSONS.

Elevation Associates, LLC

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

(a) þ

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

28,337,585.71*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

28,337,585.71*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,337,585.71*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.2%

TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)

* The Reporting Person disclaims beneficial ownership as described under Item 5.


CUSIP No.		62458M108

NAMES OF REPORTING PERSONS.

Elevation Employee Side Fund, LLC

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

(a) þ

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

6,235.71

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

6,235.71

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,235.71

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)


CUSIP No.		62458M108

NAMES OF REPORTING PERSONS.

Elevation Management, LLC

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

(a) þ

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

6,235.71*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

6,235.71*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,235.71*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)

* The Reporting Person disclaims beneficial ownership as described under Item 5.


CUSIP No.		62458M108

NAMES OF REPORTING PERSONS.

Fred Anderson

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

(a) þ

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

28,343,821.43*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

28,343,821.43*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,343,821.43*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.2%

TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)

* The Reporting Person disclaims beneficial ownership as described under Item 5.


CUSIP No.		62458M108

NAMES OF REPORTING PERSONS.

Marc Bodnick

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

(a) þ

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

28,343,821.43*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

28,343,821.43*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,343,821.43*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.2%

TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)

* The Reporting Person disclaims beneficial ownership as described under Item 5.


CUSIP No.		62458M108

NAMES OF REPORTING PERSONS.

Paul Hewson

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

(a) þ

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ireland

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

28,343,821.43*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

28,343,821.43*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,343,821.43*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.2%

TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)

* The Reporting Person disclaims beneficial ownership as described under Item 5.


CUSIP No.		62458M108

NAMES OF REPORTING PERSONS.

Roger McNamee

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

(a) þ

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

28,359,471.43*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

28,359,471.43*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,359,471.43*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.2%

TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)

* The Reporting Person disclaims beneficial ownership of 28,343,821.43 of such shares as described under Item 5.


CUSIP No.		62458M108

NAMES OF REPORTING PERSONS.

Bret Pearlman

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

(a) þ

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

28,343,821.43*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

28,343,821.43*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,343,821.43*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.2%

TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)

* The Reporting Person disclaims beneficial ownership as described under Item 5

This Amendment No. 2 (this “Amendment”) supplements and amends the statement on Schedule 13D filed on December 9, 2005, as amended by Amendment No. 1 filed on December 16, 2008 (as amended, the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

Item 2. Identity and Background

Item 2 of the Schedule 13 D is hereby amended to remove any reference to Marc Bodnick and is further supplemented as follows:

Mr. Bodnick is no longer a manager of Elevation LLC or Elevation Management and, from and after the filing of this Amendment, will no longer be a Reporting Person.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13 D is hereby supplemented as follows:

As stated in the Schedule 13D, the holders of Series B Preferred Stock have the right to receive quarterly dividends that through November 29, 2010 were payable only in additional shares of Series B Preferred Stock and currently are payable only in cash. No funds were used in connection with the acquisition of shares that were paid to Elevation and Side Fund as in-kind dividends.

In accordance with the Certificate of Designation, the Issuer paid in-kind dividends to Elevation and Side Fund in the aggregate amounts of 19,039.86 and 4.19 shares of Series B Preferred Stock, respectively. Pursuant to the Certificate of Designation, such shares are convertible into 4,533,300 and 997.62 shares of Issuer Common Stock, respectively. These include 635.32 and 0.15 shares of Series B Preferred Stock paid as in-kind dividends to Elevation and Side Fund, respectively, on December 15, 2010.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplemented by inserting the following paragraphs immediately prior to the last two paragraphs of Item 4:

Waiver and Consent Letter

On February 9, 2011, the Purchasers entered into a Waiver and Consent Letter with the Issuer (the “Waiver”) pursuant to which the Purchasers agreed to waive certain provisions of the Certificate of Designation to permit the Issuer to redeem 70,000 shares of the Series B Preferred Stock owned by the Purchasers as further set forth in the Waiver. In the absence of the Waiver, under the terms of the Certificate of Designation, the Issuer currently has the right to elect to redeem all, but not less than all, of the Series B Preferred Stock.

The description of the terms of the Waiver set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver attached hereto as Exhibit 6, which is incorporated by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented to read in its entirety as follows:

(a), (b) The following disclosure assumes that there are 158,383,347 shares of Issuer Common Stock outstanding as of November 2, 2010, which figure is based on Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2010.

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the acquisition of Series B Preferred Stock at the Closing and the payment of in-kind dividends thereafter, Elevation may be deemed to beneficially own 28,337,585.71 shares of Issuer Common Stock, which is subject to issuance upon conversion of the Series B Preferred Stock. The 28,337,585.71 shares of Issuer Common Stock would constitute approximately 15.2% of the Issuer Common Stock outstanding upon such conversion.

Pursuant to Rule 13d-3 under the Exchange Act, Side Fund may be deemed to beneficially own 6,235.71 shares of Issuer Common Stock, which is subject to issuance upon conversion of the Series B Preferred Stock acquired. The 6,234.71 shares of Issuer Common Stock would constitute less than 0.1% of the Issuer Common Stock outstanding upon such conversion.

As the sole general partner of Elevation, Elevation GP has the power to direct the voting and disposition of any shares of Issuer Common Stock beneficially owned by Elevation. As a result, Elevation GP may be deemed to beneficially own any shares of Issuer Common Stock beneficially owned by Elevation. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission that Elevation GP is the beneficial owner of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.

As the sole general partner of Elevation GP, Elevation LLC has the power to direct the voting and disposition of any shares of Issuer Common Stock deemed to be beneficially owned by Elevation GP. As a result, Elevation LLC may be deemed to beneficially own any shares of Issuer Common Stock deemed to be beneficially owned by Elevation GP. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission that Elevation LLC is the beneficial owner of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.

As the sole managing member of Side Fund, Elevation Management has the power to direct the voting and disposition of any shares of Issuer Common Stock beneficially owned by Side Fund. As a result, Elevation Management may be deemed to beneficially own any shares of Issuer Common Stock beneficially owned by Side Fund. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission that Elevation Management is the beneficial owner of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.

As managers of each of Elevation LLC and Elevation Management, Messrs. Anderson, Hewson, McNamee and Pearlman may be deemed to beneficially own any shares of Issuer Common Stock deemed to be beneficially owned by Elevation LLC or Side Fund. Each such individual disclaims such beneficial ownership of such shares. As of the date of filing of this Schedule 13D, none of the Reporting Persons beneficially owned any other shares of Issuer

Common Stock, except for Mr. McNamee, who beneficially owned 15,650 shares of Issuer Common Stock as of such date through a trust.

Except for the 15,650 shares of Issuer Common Stock that are beneficially owned by Mr. McNamee through a trust, neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission that any such Manager is the beneficial owner of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.

(c) Except as set forth in Item 3, Item 4 and this Item 5, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons has engaged in any transaction during the past 60 days in any shares of Common Stock.

(d) No one other than the Reporting Persons has the right to receive dividends from, or the proceeds from the sale of, any of the securities of the Issuer reported on this Schedule 13D.

(e) Because Mr. Bodnick no longer serves as a manager of Elevation LLC or Elevation Management, Mr. Bodnick ceased to be a beneficial owner of more than five percent of Issuer Common Stock on January 27, 2011.

Item 7. Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding an additional exhibit as follows:

Waiver and Consent Letter, dated February 8, 2010 among Move, Inc., Elevation Partners, L.P. and Elevation Employee Side Fund, LLC (filed herewith).

Signatures

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

Date: February 10, 2011


		ELEVATION PARTNERS, L.P.

		By:		Elevation Associates, L.P., as General Partner

		By:		Elevation Associates, LLC,

				as General Partner

		By:		*

				Name: Fred Anderson
				Title: Manager

		ELEVATION ASSOCIATES, L.P.

		By:		Elevation Associates, LLC,

				as General Partner

		By:		*

				Name: Fred Anderson
				Title: Manager

		ELEVATION ASSOCIATES, LLC

		By:		*

				Name: Fred Anderson
				Title: Manager

		ELEVATION EMPLOYEE SIDE FUND, LLC

		By:		Elevation Management, LLC,
				as Managing Member

		By:		*

				Name: Fred Anderson
				Title: Manager


		ELEVATION MANAGEMENT, LLC

		By:		* Name: Fred Anderson
				Title: Manager

				*

				Fred Anderson

				*

				Marc Bodnick

				*

				Paul Hewson

				*

				Roger McNamee

				*

				Bret Pearlman

				* /s/ Tracy Hogan

				Attorney-in-fact for Reporting Persons
				pursuant to Power of Attorney

EX-99.6 2 f58275exv99w6.htm EX-99.6 exv99w6

Exhibit 6

WAIVER AND CONSENT
(“Waiver and Consent Letter”)

February 9, 2011

Move, Inc.
30700 Russell Ranch Road
Westlake Village, CA 91362

Dear Sirs:

Reference is made to the Certificate of Designation of Series B Convertible Participating Preferred Stock (“Series B Preferred”) of Move, Inc., a Delaware corporation (f/k/a Homestore, Inc.) (the “Company”), as filed with the Secretary of State of the State of Delaware on November 29, 2005 and as in effect on the date hereof (the “Certificate of Designation”) and the Stockholders Agreement, dated as of November 29, 2005 (the “Stockholders Agreement”) among the Company, Elevation Partners, L.P., a Delaware limited partnership (“Elevation”) and Elevation Employee Side Fund, LLC (“Side Fund”, and together with Elevation, the “Stockholders”). All capitalized terms used but not defined herein shall have the respective meanings set forth in the Certificate of Designation.

The Stockholders are collectively the holders of record of all of the outstanding shares of Series B Preferred as of the date hereof and have agreed to provide this waiver of certain provisions of the Certificate of Designation so as to permit a partial redemption of the Series B Preferred. Accordingly, in consideration of the premises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

Each of the Stockholders hereby agrees to the optional redemption by the Company of the Redemption Shares (as defined below), in each case at the Redemption Price as determined in accordance with the Certificate of Designation and on a Redemption Date on or prior to February 28, 2011 (the “Partial Redemption”), and to the extent (and in each case only to the extent) required to effect the Partial Redemption, each of the Stockholders hereby:

	a.		waives the provisions of Section 6(b)(i) of the Certificate of Designation that would require any optional redemption pursuant to such section include all of the outstanding shares of Series B Preferred;

	b.		waives the provisions of Section 6(b)(ii) of the Certificate of Designation that would require no less than thirty (30) days notice prior to the Redemption Date for the Partial Redemption, so long as no less than ten (10) days prior notice is provided with respect to such Redemption Date; and

	c.		waives the provisions of Section 6(c)(i) of the Certificate of Designation that would required the deposit of the Redemption Price with a redemption agent in trust, and agrees that in lieu thereof, the Redemption Price with respect to the Partial Redemption may be paid to the Stockholders on the Redemption Date by wire transfer of immediately available funds to the account or accounts designated by each Stockholder in a written notice to the Company.

The “Redemption Shares” are an aggregate of 70,000.00 shares of the Series B Preferred, which shall consist for all purposes (including without limitation the Certificate of Designation and the Stockholders Agreement) of the following:

	a.		19,039.86 shares of Series B Preferred paid to Elevation prior to the Redemption Date as Regular Dividends and currently held of record by Elevation,

	b.		4.19 shares of Series B Preferred paid to Side Fund prior to the Redemption Date as Regular Dividends and currently held of record by Side Fund,

	c.		50,944.74 shares of Series B Preferred issued to Elevation on the Original Issue Date and currently held of record by Elevation, and

	d.		11.21 shares of Series B Preferred issued to Side Fund on the Original Issue Date, and currently held of record by Side Fund.

			Upon consummation of the Partial Redemption, the Stockholders will hold in the aggregate (i) for purposes of the Certificate of Designation, 49.04% of the shares of Series B Preferred Stock that were issued to the Stockholders on the Original Issuance Date (as adjusted for stock dividends, splits, combinations and similar events, but not for conversion or Regular Dividends) and (ii) for purposes of the Certificate of Designation, 49.04% of the “Purchased Shares” issued on the “Closing Date” (as such terms are defined in the Stockholders Agreement) (as adjusted for stock splits, combinations, reclassifications and similar transactions but not conversion).

	3.		Except as expressly waived hereby with respect to the Partial Redemption, the Certificate of Designation shall continue to be, and shall remain, in full force and effect in accordance with the provisions thereof. To the extent the Redemption Date with respect to the Partial Redemption does not occur on or before February 28, 2011, the waivers contained in this Waiver and Consent Letter shall terminate in their entirety and the Certificate of Designation shall continue in full force and effect in accordance with the provisions thereof. All redemptions of Series B Preferred other than the Partial Redemption shall remain subject to the provisions of the Certificate of Designation and the waivers contained in this Waiver and Consent Letter shall not apply to and shall have no effect on any redemption other than the Partial Redemption. This Waiver and Consent Letter shall not be deemed to be a waiver of, or consent to, any other term or condition of the Certificate of Designation or to prejudice any other rights or rights which the Company, the Stockholders or any holder of Series B Preferred other than the Stockholders may now have or may have in the future under or in connection with the Certificate of Designation or any of the instruments or agreements referred to therein, as the same may be amended from time to time.

	4.		This Waiver and Consent Letter shall be governed by and construed in accordance with the internal laws of the State of Delaware.

	5.		The Stockholders shall provide the Company with prompt written notice of any transfer of any of the Redemption Shares prior to March 1, 2011 other than in connection with the Partial Redemption. This Waiver and Consent Letter shall be binding on any successors and permitted transferees of the Stockholders. The Stockholders and the Company each agree to take such further action as may be reasonably requested by the other to implement this Waiver and Consent Letter, including without limitation (a) in the case of the Stockholders, voting their shares of Series B Preferred to amend the Certificate of Designation in a manner consistent with this Waiver and Consent Letter if such amendment is determined by the Company to be necessary or desirable or (b) effecting the Partial Redemption through an alternative structure that is tax-neutral to all parties.

This Waiver and Consent Letter may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Waiver and Consent Letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

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IN WITNESS WHEREOF, the parties have executed this Waiver and Consent Letter as of the day and year first above written.


MOVE, INC.
By:	/s/ Steven H. Berkowitz
	Name:	Steven H. Berkowitz
	Title:	Chief Executive Officer

ELEVATION PARTNERS, L.P.
By:	Elevation Associates, L.P., as General Partner

By:	Elevation Associates, LLC, as General Partner

By:	/s/ Fred D. Anderson
	Name:	Fred D. Anderson
	Title:	Manager

ELEVATION SIDE FUND, LLC
By:	Elevation Management, LLC, as Managing Member

By:	/s/ Fred D. Anderson
	Name:	Fred D. Anderson
	Title:	Manager