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^*

GROSS WILLIAM

(Last)

(First)

(Middle)

C/O BILL GROSS' IDEALAB

130 W UNION STREET

(Street)

PASADENA

91103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2007

3. Issuer Name and Ticker or Trading Symbol
INTERNET BRANDS, INC. [ INET ]

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)

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)
Class A Common Stock	6,186⁽¹⁾	D
Class A Common Stock	6,186⁽¹⁾	I	See Footnote⁽²⁾
Class A Common Stock	1,000⁽¹⁾	I	See Footnote⁽³⁾

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)
Class B Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	6,050,000⁽⁴⁾	⁽⁴⁾	I	See Footnote⁽³⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	10,000,000⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	25,974⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	609,870⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽⁶⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,636,883⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽⁷⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,575,107⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	82,403⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽⁶⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	432,618⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽⁷⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	7,208,735⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,538⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽⁶⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	13,324⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽⁷⁾
Stock Option (right to buy)	⁽⁸⁾	02/28/2015	Class A Common Stock	150,000⁽⁹⁾	$0.75	I	See Footnote⁽¹⁰⁾
Stock Option (right to buy)	⁽¹¹⁾	05/13/2012	Class A Common Stock	50,000⁽⁹⁾	$0.25	D

Explanation of Responses:

1. The number of shares reported does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering.

2. These shares are held by the reporting person's wife. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

3. These shares are held by Idealab Holdings, L.L.C. The reporting person is Chairman of the Board of Directors, Chief Executive Officer and a controlling shareholder of Idealab, which is the sole and managing member of Idealab Holdings, L.L.C. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

4. The Class B Common Stock has no expiration date and is 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. The number of underlying shares reported in Column 3 does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering.

5. The preferred stock has no expiration date and is 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) at the closing of an underwritten public offering meeting certain criteria or (B) upon the consent of the holders of a majority of certain classes of preferred stock. The number of underlying shares reported in Column 3 does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering.

6. These shares are held by Clearstone Venture Partners I-A, L.P. ("CVPI-A"). The reporting person is a managing member of Clearstone Venture Management I, LLC, which is the general partner of CVPI-A. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

7. These shares are held by Clearstone Venture Partners I-B, L.P. ("CVPI-B"). The reporting person is a managing member of Clearstone Venture Management I, LLC, which is the general partner of CVPI-B. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

8. The options vest quarterly on a pro rata basis over a four (4) year period commencing on May 13, 2005.

9. The number of underlying shares reported does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering.

10. The options are held by Idealab. The reporting person is Chairman of the Board of Directors, Chief Executive Officer and a controlling shareholder of Idealab. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

11. The options are fully vested.

Remarks:

Exhibit List: Exhibit 24 - Confirming Statement

	/s/ B. Lynn Walsh, attorney-in-fact	11/16/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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