SEC FORM 3

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^*

NEW ENTERPRISE ASSOCIATES 10 L P

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2010

3. Issuer Name and Ticker or Trading Symbol
MOTRICITY INC [ MOTR ]

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

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

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

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	658,527	D⁽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 B Redeemable Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	329,114	⁽⁴⁾	D⁽¹⁾
Series C Redeemable Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	24,517	⁽⁴⁾	D⁽¹⁾
Series D Redeemable Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	10,362	⁽⁴⁾	D⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	418,425	⁽⁴⁾	D⁽¹⁾
Series F Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	250,142	⁽⁴⁾	D⁽¹⁾
Series G Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	208,452	⁽⁴⁾	D⁽¹⁾
Series I Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	928,409	⁽⁴⁾	D⁽¹⁾
Common Stock Warrant (Right to Buy)	⁽⁵⁾	⁽⁶⁾	Common Stock	185,681.86	$14.54	D⁽¹⁾
Common Stock Warrant (Right to Buy)	⁽⁵⁾	⁽⁶⁾	Common Stock	38,590.46	$14.54	D⁽¹⁾
Common Stock Warrant (Right to Buy)	⁽⁵⁾	⁽⁷⁾	Common Stock	85,166.66	$14.54	D⁽¹⁾

1. Name and Address of Reporting Person^*

NEW ENTERPRISE ASSOCIATES 10 L P

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEA PARTNERS 10 L P

(Last)

(First)

(Middle)

1119 ST. PAUL STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BARRIS PETER J

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BARRETT M JAMES

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KRAMLICH C RICHARD

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEWHALL CHARLES W III

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PERRY MARK W

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SANDELL SCOTT D

(Last)

(First)

(Middle)

1119 ST. PAUL STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and the individual general partners, together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners 10 are Peter Barris, M. James Barrett, C. Richard Kramlich, Charles W. Newhall III, Mark W. Perry and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the securities of the issuer held by NEA 10, except to the extent of such Indirect Reporting Person's pecuniary interest therein, if any.

2. Convertible at any time.

3. No expiration date.

4. Each share of Preferred Stock will automatically convert into one share of Common Stock upon the closing of the issuer's initial public offering.

5. Exercisable at any time.

6. The warrant expires on the earliest to occur of (i) 5:00pm North Carolina time on December 28, 2014; (ii) the date the issuer is liquidated or dissolved; (iii) the date the issuer sells, leases, licenses or otherwise disposes of all or substantially all of its assets; or (iv) the date the issuer merges or consolidates with another entity and the stockholders of the issuer own less than 50% of the equity interests or voting power of the surviving entity or parent of the surviving entity.

7. The warrant expires on the earliest to occur of (i) 5:00pm North Carolina time on September 30, 2014; (ii) the date the issuer is liquidated or dissolved; (iii) the date the issuer sells, leases, licenses or otherwise disposes of all or substantially all of its assets; or (iv) the date the issuer merges or consolidates with another entity and the stockholders of the issuer own less than 50% of the equity interests or voting power of the surviving entity or parent of the surviving entity.

	/s/ Louis Citron, attorney-in-fact	06/17/2010
	** 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 5 (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).
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