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) 10/01/2010 | ||||||||||||||||||||||||||
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 | 10/01/2010 | M | 75,000 | A | $1.5 | 146,465(1) | D | |||
Class A Common Stock | 12/17/2010 | U(2) | 5,669,661(3) | D | $13.35(4) | 0 | I | See Footnote(5) | ||
Class A Common Stock | 12/17/2010 | U(2) | 146,465 | D | $13.35(4) | 0 | 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 | ||||||||
Stock Option (right to buy) | $1.5 | 10/01/2010 | M | 75,000 | (6) | 02/28/2015 | Class A Common Stock | 75,000 | $0 | 0 | D | ||||
Class B Common Stock | (7) | 12/17/2010 | U(2) | 3,025,000 | (7) | (7) | Class A Common Stock | 3,025,000 | $13.35(7) | 0 | I | See Footnote(5) |
Explanation of Responses: |
1. 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. |
2. 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"). |
3. 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. |
4. 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. |
5. 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. |
6. The options are fully vested. |
7. 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 | 12/21/2010 | |
** 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. |