SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 4)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

interclick, inc.

(Name of Subject Company)

interclick, inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

458483203

(CUSIP Number of Class of Securities)

Michael Katz

Chief Executive Officer

interclick, inc.

11 West 19^th Street, 10^th Floor

New York, New York 10011

(646) 722-6260

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

With copies to:

Harvey J. Kesner, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway, 32_nd Floor New York, New York 10006 Telephone: (212) 930-9700 David M. Schwartzbaum, Esq. Michael D. Helsel, Esq. Greenberg Traurig, LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 801-9200

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 4 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of interclick, inc. (“interclick”) initially filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2011, as amended by Amendment No. 1 filed with the SEC on November 17, 2011, Amendment No. 2 filed with the SEC on November 18, 2011, and Amendment No. 3 filed with the SEC on November 22, 2011 (the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Innsbruck Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Yahoo! Inc., a Delaware corporation (“Yahoo!”), disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, as amended from time to time, the “Schedule TO”), filed by the Purchaser and Yahoo! with the SEC on November 15, 2011, pursuant to which the Purchaser has offered to purchase all of the issued and outstanding shares of common stock of interclick at a price per share of $9.00, net to the holder thereof in cash, without interest and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 15, 2011 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”). The Offer to Purchase and Letter of Transmittal were filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-9.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding to the end of the section entitled “Litigation” the following:

On November 22, 2011, the Supreme Court of the State of New York, County of New York, ruling orally, granted a stay of the Elghanian Action in favor of the actions proceeding in the Chancery Court of Delaware. On November 23, 2011, the Delaware Court of Chancery entered an Order consolidating the Lieberman Action and the Whaley Action. A copy of the Delaware Court of Chancery’s Order is attached hereto as Exhibit (g)(7) and is incorporated herein by reference.

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:

Exhibit No.	Description
(g)(7)	Order of Consolidation and Appointment of Co-Lead Counsel, issued by the Delaware Court of Chancery on November 23, 2011.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

interclick, inc.
By:	/s/ Roger Clark
Name:	Roger Clark
Title:	Chief Financial Officer

Date: November 23, 2011

EX-99.(G)(7)

Exhibit (g)(7)

	GRANTED

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

RONALD WHALEY, Individually and On	)
Behalf of All Others Similarly Situated,	)
	)
Plaintiff,	)
	)
v.	)	C.A. No. 7038-VCG
	)
MICHAEL BRAUSER, MICHAEL KATZ,	)
FRANK COTRONEO, BRETT CRAVATT,	)
DAVE HILLS, BARRY HONIG, MICHAEL	)
MATHEWS, BILL WISE, INTERCLICK,	)
INC., YAHOO! INC., AND INNSBRUCK	)
ACQUISITION CORP.,	)
	)
Defendants.	)
	)
DAVID LIEBERMAN, Individually and	)
On Behalf of All Others Similarly Situated,	)
	)
Plaintiff,	)
	)	C.A. No. 7039-VCG
v.	)
	)
INTERCLICK, INC., MICHAEL BRAUSER,	)
MICHAEL KATZ, FRANK COTRONEO,	)
BRETT CRAVATT, DAVE HILLS, BARRY	)
HONIG, MICHAEL MATHEWS, BILL	)
WISE, YAHOO! INC., AND INNSBRUCK	)
ACQUISITION CORP.,	)
	)
Defendants.	)

[PROPOSED] ORDER OF CONSOLIDATION

AND APPOINTMENT OF CO-LEAD COUNSEL

It appearing that the above-captioned actions involve the same subject matter, and that the administration of justice would be best served by consolidating the actions,

IT IS HEREBY ORDERED this      day of November, 2011:

1. The above-captioned actions shall be consolidated for all purposes and are referred to herein as the “Consolidated Action.”

2. Hereafter, papers need only be filed in Civil Action No. 7038-VCG.

3. The consolidated case caption shall be:

IN RE INTERCLICK, INC.	)	CONSOLIDATED
SHAREHOLDERS LITIGATION	)	C.A. No. 7038-VCG

4. The law firms of GLANCY BINKOW & GOLDBERG LLP, 1801 Avenue of the Stars, Suite 311, Los Angeles, California 90067 and HARWOOD FEFFER LLP, 488 Madison Avenue, New York, New York 10022 are hereby appointed as Co-Lead Counsel for Plaintiffs.

5. The law firm of RIGRODSKY & LONG, P.A., 919 North Market Street, Suite 980, Wilmington, Delaware 19801 is hereby designated as Liaison Counsel for Plaintiffs.

6. All documents previously filed to date in any of the cases consolidated herein are deemed a part of the record in the Consolidated Action. The Amended Verified Class Action Complaint filed in C.A. No. 7038-VCG shall be designated as operative, and defendants need not respond to any of the complaints currently pending in the other constituent actions.

7. Co-Lead Counsel for Plaintiffs shall set policy for plaintiffs for the prosecution of this litigation, ensure that there is no duplication of effort or unnecessary expense, coordinate on behalf of plaintiffs the initiation and conduct of discovery proceedings, provide direction, supervision and coordination of all activities of plaintiffs’ counsel and have the authority to negotiate a settlement, subject to approval of plaintiffs and the Court. Any agreement reached between counsel for defendants and Co-Lead Counsel for Plaintiffs shall be binding on the other Co-Lead Counsel, Liaison Counsel, and plaintiffs.

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8. Co-Lead Counsel for Plaintiffs shall assume the following powers and responsibilities:

a. coordinate and direct the preparation of pleadings;

b. coordinate and direct the briefing and argument of motions;

c. coordinate and direct the conduct of discovery and other pretrial proceedings;

d. coordinate and direct class certification proceedings;

e. coordinate the selection of counsel to act as the plaintiffs’ spokesperson at pretrial conferences;

f. call meetings of plaintiffs’ counsel as they deem necessary and appropriate from time to time;

g. conduct any and all settlement negotiations with counsel for the defendants;

h. coordinate and direct the preparation for trial and trial of this matter, and delegate work responsibilities to selected counsel as may be required; and

i. coordinate and direct any other matters concerning the prosecution or resolution of the Consolidated Action.

9. Co-Lead Counsel for Plaintiffs shall be responsible for coordinating all activities and appearances on behalf of plaintiffs and for the dissemination of notices and orders of this Court, as well as for communications to and from this Court. No motion, request for discovery or other pretrial or trial proceedings shall be initiated or filed by any plaintiffs except through Co-Lead Counsel for Plaintiffs.

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10. When a case which properly belongs as part of the Consolidated Action is hereafter filed in the Court or transferred here from another court, this Court requests the assistance of counsel in calling to the attention of the Court the filing or transfer of any case which might properly be consolidated as part of the Consolidated Action, and counsel are to assist in assuring that counsel in subsequent actions receive notice of this Order.

Vice Chancellor

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This document constitutes a ruling of the court and should be treated as such.
Court:	DE Court of Chancery Civil Action
Judge:	Multi-case
File & Serve Transaction ID:	40991446
Current Date:	Nov 23, 2011
Case Number:	Multi-case
Case Name:	Multi-case
/s/ Judge Sam Glasscock