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
INTERNET BRANDS, INC. [ INET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/19/2009 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 08/19/2009 | S | 120,000 | D | $7.5 | 6,449,661 | I | See Footnote(1) | ||
Class A Common Stock | 08/20/2009 | S | 1,000 | D | $7.5 | 6,448,661 | I | See Footnote(1) | ||
Class A Common Stock | 159,029(2)(3) | I | See Footnote(2)(3) | |||||||
Class A Common Stock | 705,610(4)(5) | I | See Footnote(4)(5) | |||||||
Class A Common Stock | 36,147(6) | D |
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 |
Explanation of Responses: |
1. 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. |
2. These shares are held by Clearstone Venture Partners I-A, L.P. ("CVPI-A"). The reporting person is one of the managing members of Clearstone Venture Management I, LLC ("CVM"), which is the general partner of CVPI-A. On August 19, 2009, CVPI-A effected a pro rata distribution of 79,517 shares of the issuer's common stock held by it to its partners. CVM subsequently distributed its pro rata share of the distribution to its members. Accordingly, the number of shares reported as indirectly beneficially owned by the reporting person through CVPI-A has been reduced by 79,517 shares to reflect the distribution and the shares received by the reporting person in respect of the distribution are now reported as directly owned by the reporting person herein. |
3. 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. |
4. These shares are held by Clearstone Venture Partners I-B, L.P. ("CVPI-B"). The reporting person is one of the managing members of CVM, which is the general partner of CVPI-B. On August 19, 2009, CVPI-B effected a pro rata distribution of 352,803 shares of the issuer's common stock held by it to its partners. CVM subsequently distributed its pro rata share of the distribution to its members. Accordingly, the number of shares reported as indirectly beneficially owned by the reporting person through CVPI-B has been reduced by 352,803 shares to reflect the distribution and the shares received by the reporting person in respect of the distribution are now reported as directly owned by the reporting person herein. |
5. 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. |
6. The reporting person received these shares in respect of the pro rata distribution of the issuer's common stock by CVM described herein. |
/s/ William Gross, Chief Executive Officer | 08/21/2009 | |
** 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. |