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
X	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* FARRELL JAMES T (Last) (First) (Middle) 580 CALIFORNIA STREET, SUITE 2200 (Street) SAN FRANCISCO CA 94123 (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) 04/30/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/30/2012		D		5,029,166	D	(1)	0	I	By Calera Capital Partners IV, L.P.(2)(3)
Common Stock	04/30/2012		D		179,166	D	(1)	0	I	By Calera Capital Partners IV Side-By-Side, LP(2)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$7.84	04/30/2012		D			25,200	04/14/2010(4)	04/13/2016	Common Stock	25,200	$0.00	0	I	By Calera Capital Advisors, L.P.(5)
Stock Option (Right to Buy)	$10.72	04/30/2012		D			10,500	05/11/2011(4)	05/10/2017	Common Stock	10,500	$0.00	0	I	By Calera Capital Advisors, L.P.(5)
Series A Convertible Preferred Stock	$6.72	04/30/2012		C			33,796	04/14/2009(6)	(7)	Common Stock	5,029,166	$1,000	0	I	By Calera Capital Partners IV, L.P.(2)(3)
Series A Convertible Preferred Stock	$6.72	04/30/2012		C			1,204	04/14/2009(6)	(7)	Common Stock	179,166	$1,000	0	I	By Calera Capital Partners IV Side-By-Side, LP(2)(3)

Explanation of Responses:

1. Disposed of pursuant to a merger agreement, dated April 27, 2011, as amended, between the issuer, CoStar Group, Inc. (the "Parent") and Lonestar Acquisition Sub, Inc. (the "Merger Agreement") in exchange for a unit consisting of (i) $16.50 in cash without interest and (ii) 0.03702 shares of the Parent Common Stock per share (the "Merger Consideration").

2. Calera Capital Partners IV, L.P. ("Calera") is the direct owner of 5,029,166 shares of Common Stock that may be acquired upon conversion of 33,796 shares of Series A Convertible Preferred Stock and Calera Capital Partners IV Side-By-Side, L.P., ("Side-By-Side") is the direct owner of 179,166 shares of Common Stock that may be acquired upon conversion of 1,204 shares of Series A Convertible Preferred Stock. The shares may also be deemed to be owned indirectly by Calera Capital Investors IV, L.P. ("Investors"), which is the general partner of each of Calera and Side-By-Side and Calera Capital Management IV, Inc. ("Management"), which is the general partner of Investors.

3. Calera Capital Investors IV, L.P. ("Investors") and Calera Capital Management IV, Inc. ("Management") disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein. James T. Farrell, in his capacity as director and stockholder of Management, may be deemed to share voting and dispositive power over, and may be deemed to share beneficial ownership of, the shares beneficially owned by Management through its control over Investors, and indirectly, over Calera Capital Partners IV, L.P. and Calera Capital Partners IV Side-By-Side, L.P., but disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

4. Disposed of pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the options were cancelled in exchange for the Merger Consideration less the exercise price of the option.

5. Pursuant to an agreement between the Reporting Person and Calera Capital Advisors, L.P. ("Calera Capital"), the Reporting Person has ceded all beneficial ownership over this Option to Calera Capital, except to the extent of his pecuniary interest as partner in Calera Capital.

6. The Series A Convertible Preferred Stock is convertible at any time, at the beneficial owner's election.

7. The Series A Convertible Preferred Stock has no expiration date.

Remarks:

	/s/ Maria T. Valles, as Attorney-in-Fact	04/30/2012
	** 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).
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