-----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, BSwavIg/SMPM53MVhLZLOmaS97PL3Hj2/YdmEZey+5mZnJDeFPI2BnW7XHRqW87p usLJBxo2P6iSzIB7vivxYw== 0001209191-10-062084.txt : 20101221 0001209191-10-062084.hdr.sgml : 20101221 20101221201539 ACCESSION NUMBER: 0001209191-10-062084 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101001 FILED AS OF DATE: 20101221 DATE AS OF CHANGE: 20101221 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 FISCAL YEAR END: 1231 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33797 FILM NUMBER: 101266979 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 4 1 c09985_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-10-01 1 0001080131 INTERNET BRANDS, INC. INET 0001045647 IDEALAB 130 WEST UNION STREET PASADENA CA 91103 0 0 1 0 Class A Common Stock 2010-10-01 4 M 0 75000 1.50 A 146465 D Class A Common Stock 2010-12-17 4 U 0 5669661 13.35 D 0 I See Footnote Class A Common Stock 2010-12-17 4 U 0 146465 13.35 D 0 D Stock Option (right to buy) 1.5 2010-10-01 4 M 0 75000 0 D 2015-02-28 Class A Common Stock 75000 0 D Class B Common Stock 2010-12-17 4 U 0 3025000 13.35 D Class A Common Stock 3025000 0 I See Footnote On November 12, 2009, the reporting person filed a Form 4 reporting the sale by Idealab Holdings, L.L.C. of 25,671 shares of Class A Common Stock. Such shares were sold by Idealab, not Idealab Holdings, L.L.C. The number of shares reported as beneficially owned by Idealab Holdings, L.L.C. immediately following this transaction has been adjusted to correct for this attribution error. Disposed of in connection with the Agreement and Plan of Merger, dated as of September 17, 2010, by and among Internet Brands, Inc. (the "Company"), Micro Holdings Corp., a Delaware corporation ("Parent"), and Micro Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). On November 12, 2009, the reporting person filed a Form 4 reporting the sale by Idealab Holdings, L.L.C. of 25,671 shares of Class A Common Stock. Such shares were sold by Idealab, not Idealab Holdings, L.L.C. The number of shares reported as being disposed of by Idealab Holdings, L.L.C. in the Merger has been adjusted to correct for this attribution error. At the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each share of Class A Common Stock converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. 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 options are fully vested. At the effective time of the Merger, each share of Class B Common Stock converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. Prior to that time, each share of Class B Stock was 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, and had no expiration date. /s/ William Gross, Chief Executive Officer 2010-12-21 -----END PRIVACY-ENHANCED MESSAGE-----