-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DUkRCYZTU7TrPqi7no33iqaZ4YQijOlFBLLitMRLY4NjgVfgWWY9k0rzaj8thuNB mjSvybr/uyUd76gxwEABIw== 0001209191-07-064747.txt : 20071116 0001209191-07-064747.hdr.sgml : 20071116 20071116173050 ACCESSION NUMBER: 0001209191-07-064747 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071116 FILED AS OF DATE: 20071116 DATE AS OF CHANGE: 20071116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET BRANDS, INC. CENTRAL INDEX KEY: 0001080131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954711621 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 909 N. SEPULVEDA BOULEVARD STREET 2: 11TH FLOOR CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: (800) 431-2500 MAIL ADDRESS: STREET 1: 909 N. SEPULVEDA BOULEVARD STREET 2: 11TH FLOOR CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: CARSDIRECT COM INC DATE OF NAME CHANGE: 20000503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IDEALAB CENTRAL INDEX KEY: 0001045647 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33797 FILM NUMBER: 071254294 BUSINESS ADDRESS: STREET 1: 130 W UNION STREET STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 6265856900 MAIL ADDRESS: STREET 1: 130 W UNION ST CITY: PASADENA STATE: CA ZIP: 91103 FORMER NAME: FORMER CONFORMED NAME: BILL GROSS IDEALAB DATE OF NAME CHANGE: 20000121 3 1 bla35686_bla1il.xml MAIN DOCUMENT DESCRIPTION X0202 3 2007-11-16 0 0001080131 INTERNET BRANDS, INC. INET 0001045647 IDEALAB 130 WEST UNION STREET PASADENA CA 91103 0 0 1 0 Class A Common Stock 1000 I See Footnote Class B Common Stock Class A Common Stock 6050000 I See Footnote Series A Preferred Stock Class A Common Stock 10000000 I See Footnote Series B Preferred Stock Class A Common Stock 609870 I See Footnote Series B Preferred Stock Class A Common Stock 2636883 I See Footnote Series C Preferred Stock Class A Common Stock 2575107 I See Footnote Series C Preferred Stock Class A Common Stock 82403 I See Footnote Series C Preferred Stock Class A Common Stock 432618 I See Footnote Series D Preferred Stock Class A Common Stock 7208735 I See Footnote Series D Preferred Stock Class A Common Stock 2538 I See Footnote Series D Preferred Stock Class A Common Stock 13324 I See Footnote Stock Option (right to buy) 0.75 2015-02-28 Class A Common Stock 150000 D The number of shares reported does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering. These shares are held by Idealab Holdings, L.L.C. The reporting person is the sole and managing member of Idealab Holdings, L.L.C. The Class B Common Stock has no expiration date and is convertible on a one-for-one basis into Class A Common Stock (i) at any time at the holder's election and (ii) automatically (A) upon a sale or transfer to an unaffiliated person or (B) upon the failure of the holder, together with certain affiliates, to maintain aggregate ownership of at least 15% of the issuer's outstanding capital stock.The number of underlying shares reported in Column 3 does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering. The preferred stock has no expiration date and is convertible on a one-for-one basis into Class A Common Stock (i) at any time at the holder's election and (ii) automatically (A) at the closing of an underwritten public offering meeting certain criteria or (B) upon the consent of the holders of a majority of certain classes of preferred stock. The number of underlying shares reported in Column 3 does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering. These shares are held by Clearstone Venture Partners I-A, L.P., the general partner of which is Clearstone Venture Management I, LLC, whose managing member is the reporting person. The reporting person disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. These shares are held by Clearstone Venture Partners I-B, L.P., the general partner of which is Clearstone Venture Management I, LLC, whose managing member is the reporting person. The reporting person disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. The options vest quarterly on a pro rata basis over a four (4) year period commencing on May 13, 2005. The number of underlying shares reported does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's inital public offering. /s/ William Gross, Chief Executive Officer 2007-11-16 -----END PRIVACY-ENHANCED MESSAGE-----