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*
SPARK MANAGEMENT PARTNERS, LLC

(Last) (First) (Middle)
137 NEWBURY STREET, 8TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/08/2008
3. Issuer Name and Ticker or Trading Symbol
CNET NETWORKS INC [ CNET ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Contract (Obligation to Buy) (1) (2) 12/23/2007 01/30/2008 Common Stock 2,583,979 7.74 I By CT-100 Holdings, LLC (1)
Explanation of Responses:
1. Spark Management Partners, L.L.C., a Delaware limited liability company ("Spark"), is the general partner of Spark Capital, L.P., a venture capital fund (the "Spark Fund"). The Spark Fund is the managing member of CT-100 Holdings, LLC, a Delaware limited liability company ("CT-100"), which holds the shares beneficially owned by Spark. Todd Dagres, Santo Politi, Dennis Miller, Paul Conway and Bijan Sabet (the "Spark Principals") are the managing members of Spark and may be deemed to share dispositive and voting power over these shares. CT-100 has an obligation to purchase $20,000,000 (or 2,583,979 shares) of common stock of the Issuer from JANA Partners LLC by the Expiration Date. Spark, the Spark Fund, CT-100 and the Spark Principals disclaim beneficial ownership of any and all such securities in excess of their actual pecuniary interest.
2. Alex Interactive Media, LLC has the right under certain circumstances to participate in the profits of CT-100 attributable to shares of the Issuer as set forth in the Amended and Restated Agreement, as described in the Schedule 13D filed by Spark and certain others on January 7, 2008.
Remarks:
Member of a 13(d) group owning more than 10%
SPARK MANAGEMENT PARTNERS, L.L.C., /s/ Santo Politi by Santo Politi, Managing Member 01/18/2008
** 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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