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) 04/30/2012 | ||||||||||||||||||||||||||
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 | 04/30/2012 | D | 3,602,616 | D | (1) | 0 | I | By Saints Rustic Canyon, L.P.(2) | ||
Common Stock | 04/30/2012 | D | 372,023 | D | (1) | 0 | I | By Saints Rustic Canyon, L.P.(2) | ||
Common Stock | 04/30/2012 | D | 372,023 | D | (1) | 0 | I | By Rustic Canyon Ventures III, L.P.(3) |
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 | ||||||||
Stock Option (Right to Buy) | $19.06 | 04/30/2012 | D | 10,500 | 05/23/2008(4) | 05/22/2014 | Common Stock | 10,500 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $13.18 | 04/30/2012 | D | 10,500 | 05/29/2009(4) | 05/28/2015 | Common Stock | 10,500 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $8.07 | 04/30/2012 | D | 10,500 | 05/28/2010(4) | 05/27/2016 | Common Stock | 10,500 | $0.00 | 0 | D | ||||
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 | D | ||||
Series A Convertible Preferred Stock | $6.72 | 04/30/2012 | C | 2,500 | 04/14/2009(5) | (6) | Common Stock | 372,023 | $1,000 | 0 | I | By Saints Rustic Canyon, L.P.(2) | |||
Series A Convertible Preferred Stock | $6.72 | 04/30/2012 | C | 2,500 | 04/14/2009(5) | (6) | Common Stock | 372,023 | $1,000 | 0 | I | By Rustic Canyon Ventures III, L.P.(3) |
Explanation of Responses: |
1. Disposed of pursuant to a merger agreement, dated April 27, 2011, as amended, between the issuer, CoStar Group, Inc. ("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. The reported securities are directly beneficially owned by Saints Rustic Canyon, L.P. ("SRCLP"). Saints Rustic Canyon, LLC ("SRCLLC") is the general partner of SRCLP. The Reporting Person is one of the managing members of SRCLLC. The Reporting Person disclaims beneficial ownership of the shares reported, except to the extent of his pecuniary interest therein. |
3. The reported securities are directly beneficially owned by Rustic Canyon Ventures III, L.P. ("RCVIII"). Rustic Canyon GP III LLC ("RCGP") is the general partner of RCVIII. The Reporting Person is one of the managing members of RCGP. The Reporting Person disclaims beneficial ownership of the shares reported, except to the extent of his 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. The Series A Convertible Preferred Stock is convertible at any time, at the Holder's election. |
6. 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). | ||
** 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. |