SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
BV Capital GP II, LLC

(Last) (First) (Middle)
C/O BV CAPITAL
600 MONTGOMERY STREET, 43RD FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2011
3. Issuer Name and Ticker or Trading Symbol
Angie's List, Inc. [ ANGI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,149,080 I By BV Capital GMBH & Co Beteiligungs KG No. 1(1)
Common Stock 1,638,040 I By BV Capital Fund II, L.P.(2)
Common Stock 323,536 I By BV Capital Fund II - A, L.P.(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (4) (4) Common Stock 853,792(5) (5) I By BV Capital GMBH & Co Beteiligungs KG No. 1(1)
Series A Convertible Preferred Stock (4) (4) Common Stock 650,760(5) (5) I By BV Capital Fund II, L.P.(2)
Series A Convertible Preferred Stock (4) (4) Common Stock 128,536(5) (5) I By BV Capital Fund II - A, L.P.(3)
1. Name and Address of Reporting Person*
BV Capital GP II, LLC

(Last) (First) (Middle)
C/O BV CAPITAL
600 MONTGOMERY STREET, 43RD FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BV Capital Fund II-A, L.P.

(Last) (First) (Middle)
C/O BV CAPITAL
600 MONTGOMERY STREET, 43RD FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BV Capital Fund II, L.P.

(Last) (First) (Middle)
C/O BV CAPITAL
600 MONTGOMERY STREET, 43RD FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BV Capital Gmbh & Co Beteiligungs KG No. 1

(Last) (First) (Middle)
C/O BV CAPITAL
600 MONTGOMERY STREET, 43RD FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BV Capital Management, LLC

(Last) (First) (Middle)
C/O BV CAPITAL
600 MONTGOMERY STREET, 43RD FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The securities are owned by BV Capital GMBH & Co Beteiligungs KG No. 1 ("BV KG"). BV Capital Management, LLC ("BV Management") serves as the Managing Limited Partner of BV KG. As such, BV Management possesses sole voting and investment control over the shares owned by BV KG and may be deemed to have indirect beneficial ownership of the shares held by BV KG. BV Management, which is under common control with BV GP II (defined in footnote 2), owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
2. The securities are owned by BV Capital Fund II, L.P. ("BV II"). BV Capital GP II, LLC ("BV GP II") serves as the General Partner of BV II. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II and may be deemed to have indirect beneficial ownership of the shares held by BV II. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
3. The securities are owned by BV Capital Fund II - A, L.P. ("BV II-A"). BV GP II serves as the General Partner of BV II-A. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II-A and may be deemed to have indirect beneficial ownership of the shares held by BV II-A. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
4. These securities are immediately convertible and do not have an expiration date.
5. Each share of preferred stock will automatically convert on an 8-for-1 basis into this number of shares of common stock upon the closing of the Issuer's initial public offering.
Remarks:
BV CAPITAL GMBH & CO BETEILIGUNGS KG NO. 1, By: BV Capital Management, LLC, Its: Managing Limited Partner, By: /s/ Mathias Schilling, Managing Member 11/14/2011
BV Capital Management, LLC, By: /s/ Mathias Schilling, Managing Member 11/14/2011
BV CAPITAL FUND II, L.P. , By: BV Capital GP II, LLC, Its: General Partner, By: /s/ Mathias Schilling, Managing Member 11/14/2011
BV CAPITAL FUND II-A, L.P., By: BV Capital GP II, LLC, Its: General Partner, By: /s/ Mathias Schilling, Managing Member 11/14/2011
BV Capital GP II, LLC, /s/ Mathias Schilling, Managing Member 11/14/2011
** 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 5 (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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