SEC FORM 3/A

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^*

SALZMAN ALAN E

(Last)

(First)

(Middle)

C/O VANTAGEPOINT VENTURE PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2010

3. Issuer Name and Ticker or Trading Symbol
ReachLocal Inc [ RLOC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/19/2010

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, $0.00001 par value	1,021,222	I	See footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	8,040	⁽⁴⁾	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	66,020	⁽⁴⁾	I	See footnote⁽⁶⁾
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	26,870	⁽⁴⁾	I	See footnote⁽⁷⁾
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	268,405	⁽⁴⁾	I	See footnote⁽⁸⁾
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	980	⁽⁴⁾	I	See footnote⁽⁹⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	36,825	⁽¹⁰⁾	I	See footnote⁽⁵⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	302,425	⁽¹⁰⁾	I	See footnote⁽⁶⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	174,364	⁽¹⁰⁾	I	See footnote⁽⁷⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	1,741,716	⁽¹⁰⁾	I	See footnote⁽⁸⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	6,344	⁽¹⁰⁾	I	See footnote⁽⁹⁾
Stock Option (right to buy)	⁽¹¹⁾	09/18/2015	Common Stock	75,000	$10.91	D⁽¹³⁾
Stock Option (right to buy)	⁽¹²⁾	10/30/2015	Common Stock	75,000	$10.91	I	By: Jason Whitt⁽¹⁴⁾

1. Name and Address of Reporting Person^*

SALZMAN ALAN E

(Last)

(First)

(Middle)

C/O VANTAGEPOINT VENTURE PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VantagePoint Management, Inc.

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are directly held by VantagePoint Venture Partners 2006(Q), L.P.. VantagePoint Venture Associates 2006, L.L.C. is the general partner of VantagePoint Venture Partners 2006(Q), L.P.. VantagePoint Venture Associates 2006, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates 2006, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

2. The securities are immediately convertible.

3. The expiration date is not relevant to the conversion of these securities.

4. Each share of Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series C Preferred Stock will automatically convert on a 1 for 1 basis into common stock upon the closing of the Issuer's initial public offering.

5. These securities are directly held by VantagePoint Venture Partners III, L.P.. VantagePoint Venture Associates III, L.L.C. is the general partner of VantagePoint Venture Partners III, L.P.. VantagePoint Venture Associates III, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates III, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

6. These securities are directly held by VantagePoint Venture Partners III (Q), L.P.. VantagePoint Venture Associates III, L.L.C. is the general partner of VantagePoint Venture Partners III (Q), L.P.. VantagePoint Venture Associates III, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates III, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

7. These securities are directly held by VantagePoint Venture Partners IV, L.P.. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV, L.P.. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates IV, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

8. These securities are directly held by VantagePoint Venture Partners IV(Q), L.P.. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV(Q), L.P.. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates IV, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

9. These securities are directly held by VantagePoint Venture Partners IV Principals Fund, L.P.. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV Principals Fund, L.P.. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates IV, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

10. Each share of Series D Preferred Stock will automatically convert on an approximately 1 for 1.0433 basis into common stock upon the closing of the Issuer's initial public offering.

11. The shares subject to this option vest according to the following schedule: in equal monthly installments over a three-year period beginning from the May 7, 2008 vesting start date.

12. The shares subject to this option vest according to the following schedule: in equal monthly installments over a three-year period beginning from the October 30, 2008 vesting start date.

13. VantagePoint Management, Inc. has the sole power to exercise the option, and sole voting and investment power with respect to the shares underlying the option. As the Chief Executive Officer of VantagePoint Management, Inc., Alan E. Salzman has the power to exercise the option and investment power with respect to the shares underlying the option. Alan E. Salzman disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein.

14. VantagePoint Management, Inc. has the sole power to exercise the option, and sole voting and investment power with respect to the shares underlying the option. Mr. Whitt disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein. As the Chief Executive Officer of VantagePoint Management, Inc., Alan E. Salzman has the power to exercise the option and investment power with respect to the shares underlying the option. Alan E. Salzman disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein.

Remarks:

This Form 3 has been amended solely to include VantagePoint Management, Inc. as an additional reporting person. The reporting persons intended VantagePoint Management, Inc. to be included as an additional reporting person in the original Form 3, but because the SEC's EDGAR filing system accommodates a maximum of only ten joint filers in any Section 16 report, VantagePoint Management, Inc., which had been the 11th reporting person included on the original Form 3 manually executed by the reporting persons, was inadvertently omitted from the EDGAR-filed version of such original Form 3. This Form 3/A should be read together with, and incorporates by reference, the Form 3/A filed on even date herewith by Alan E. Salzman, VantagePoint Venture Partners III, L.P., VantagePoint Venture Partners III (Q), L.P., VantagePoint Venture Partners IV, L.P., VantagePoint Venture Partners IV(Q), L.P., VantagePoint Venture Partners IV Principals Fund, L.P., VantagePoint Venture Partners 2006(Q), L.P. VantagePoint Venture Associates III, L.L.C., VantagePoint Venture Associates IV, L.L.C. and VantagePoint Venture Associates 2006, L.L.C. covering the same securities reported herein.

	/s/ Alan E. Salzman, By: Neil Wolff, by power of attorney for Alan E. Salzman	10/04/2010
	/s/ VANTAGEPOINT MANAGEMENT, INC., By: Neil Wolff, by power of attorney for Alan E. Salzman, Chief Executive Officer	10/04/2010
	** Signature of Reporting Person	Date
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