Schedule 13G - Form - revised to 10/15/97 bulletin

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VjVjflom7NjKNvQTNiRsRGmLiUFY/cCf1rryu8R4CUOdyBmVBZUB47NHKdRSL8XP wDhzHJRlCSBhshPlm0DeQg== 0000950005-08-000138.txt : 20080214 0000950005-08-000138.hdr.sgml : 20080214 20080214160206 ACCESSION NUMBER: 0000950005-08-000138 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: FOUNDATION CAPITAL II ENTREPRENEURS FUND, L.L.C. GROUP MEMBERS: FOUNDATION CAPITAL II PRINCIPALS FUND, L.L.C. GROUP MEMBERS: FOUNDATION CAPITAL II, L.P. GROUP MEMBERS: FOUNDATION CAPITAL MANAGEMENT CO. II, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET BRANDS, INC. CENTRAL INDEX KEY: 0001080131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954711621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83613 FILM NUMBER: 08615336 BUSINESS ADDRESS: STREET 1: 909 N. SEPULVEDA BOULEVARD STREET 2: 11TH FLOOR CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: (800) 431-2500 MAIL ADDRESS: STREET 1: 909 N. SEPULVEDA BOULEVARD STREET 2: 11TH FLOOR CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: CARSDIRECT COM INC DATE OF NAME CHANGE: 20000503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOUNDATION CAPITAL II LP CENTRAL INDEX KEY: 0001105843 IRS NUMBER: 943294074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 70 WILLOW RD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6506140500 SC 13G 1 p20352sc13g.htm SCHEDULE 13G Schedule 13G - Form - revised to 10/15/97 bulletin

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ___) *

Internet Brands, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

460608 10 2

(CUSIP Number)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]

Rule 13d-1(b)

[ ]

Rule 13d-1(c)

[X]

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 460608 10 2				13 G	Page 2 of 9 Pages

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Foundation Capital II, L.P. 94-3294074
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares of Common Stock
		6	SHARED VOTING POWER 2,318,852 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER 2,318,852 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,318,852 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.77% (3)
12	TYPE OF REPORTING PERSON* PN

(1)

This Schedule 13G is filed by Foundation Capital II, L.P. (“FC2”), Foundation Capital II Principals Fund, L.L.C. (“FC2P”), Foundation Capital II Entrepreneurs Fund, L.L.C. (“FC2E”) and Foundation Capital Management Company II, L.L.C. (“FC2M” and together with FC2, FC2P, and FC2E, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 1,971,024 shares held by FC2; (ii) 115,943 shares held by FC2P; and (iii) 231,885 shares held by FC2E. FC2M serves as the sole general partner of FC2 and serves as the manager of FC2P and FC2E and the managers of FC2M share voting and dispositive power over the shares held by FC2, FC2P and FC2E. As such, FC2M may be deemed to own beneficially the shares held by FC2, FC2P and FC2E, however, FC2M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.

(3)

This percentage is calculated based upon 40,177,834 shares of the Common Stock outstanding (December 31, 2007).


CUSIP NO. 460608 10 2				13 G	Page 3 of 9 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Foundation Capital II Principals Fund, L.L.C. 94-3296579
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares of Common Stock
		6	SHARED VOTING POWER 2,318,852 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER 2,318,852 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,318,852 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.77% (3)
12	TYPE OF REPORTING PERSON* OO

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

This percentage is calculated based upon 40,177,834 shares of the Common Stock outstanding (December 31, 2007).


CUSIP NO. 460608 10 2				13 G	Page 4 of 9 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Foundation Capital II Entrepreneurs Fund, L.L.C. 94-3301748
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares of Common Stock
		6	SHARED VOTING POWER 2,318,852 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER 2,318,852 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,318,852 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.77% (3)
12	TYPE OF REPORTING PERSON* OO

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

This percentage is calculated based upon 40,177,834 shares of the Common Stock outstanding (December 31, 2007).


CUSIP NO. 460608 10 2				13 G	Page 5 of 9 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Foundation Capital Management Co. II, L.L.C. 94-3294072
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares of Common Stock
		6	SHARED VOTING POWER 2,318,852 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER 2,318,852 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,318,852 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.77% (3)
12	TYPE OF REPORTING PERSON* OO

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

This percentage is calculated based upon 40,177,834 shares of the Common Stock outstanding (December 31, 2007).

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Internet Brands, Inc. (the “Issuer”).

Item 1

(a)

Name of Issuer:

Internet Brands, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

909 North Sepulveda Boulevard, 11^th Floor

El Segundo, California 90245

Item 2

(a)

Name of Person(s) Filing:

Foundation Capital II, L.P. (“FC2”)

Foundation Capital II Principals Fund, L.L.C. (“FC2P”)

Foundation Capital II Entrepreneurs Fund, L.L.C. (“FC2E”)

Foundation Capital Management Company II, L.L.C. (“FC2M”)

(b)

Address of Principal Business Office:

c/o Foundation Capital

70 Willow Road, Suite 200

Menlo Park, California 94025

(c)

Citizenship:


Entities:	FC2	–	Delaware, United States of America
	FC2P	–	Delaware, United States of America
	FC2E	–	Delaware, United States of America
	FC2M	–	Delaware, United States of America

(d)

Title of Class of Securities:

Class A Common Stock

(e)

CUSIP Number:

460608 10 2

Item 3

Not applicable.

Page 6 of 9 Pages

Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this Statement is provided as of December 31, 2007:


Reporting Persons	Shares Held Directly	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Beneficial Ownership	Percentage of Class (2)
FC2	1,971,024	0	2,318,852	0	2,318,852	2,318,852	5.77%
FC2P	115,943	0	2,318,852	0	2,318,852	2,318,852	5.77%
FC2E	231,885	0	2,318,852	0	2,318,852	2,318,852	5.77%
FC2M (1)	0	0	2,318,852	0	2,318,852	2,318,852	5.77%

(1)

FC2M serves as the sole general partner of FC2 and serves as the manager of FC2P and FC2E and the managers of FC2M share voting and dispositive power over the shares held by FC2, FC2P and FC2E. As such, FC2M may be deemed to own beneficially the shares held by FC2, FC2P and FC2E, however, FC2M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.

(2)

This percentage is calculated based upon 40,177,834 shares of the Common Stock outstanding (December 31, 2007).

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreement of FC2 and the limited liability company agreements of FC2P, FC2E and FC2M, the general and limited partners of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8

Identification and Classification of Members of the Group.

Not applicable.

Item 9

Notice of Dissolution of Group.

Not applicable.

Item 10

Certification.

Not applicable.

Page 7 of 9 Pages

SIGNATURES

After reasonable 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.

Dated: February 13, 2008

Foundation Capital Management Co. II, L.L.C.

By: /s/ William B. Elmore

Member

Foundation Capital II, L.P.

By:

Foundation Capital Management Co. II, L.L.C.

its General Partner

By: /s/ William B. Elmore

Member

Foundation Capital II Entrepreneurs Fund, L.L.C.

By:

Foundation Capital Management Co. II, L.L.C.

its Manager

By: /s/ William B. Elmore

Member

Foundation Capital II Principals, L.L.C.

By:

Foundation Capital Management Co. II, L.L.C.

its Manager

By: /s/ William B. Elmore

Member

Exhibit(s):

Joint Filing Statement

Page 8 of 9 Pages

EXHIBIT A

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Internet Brands, Inc. is filed on behalf of each of us.

Dated: February 13, 2008

Foundation Capital Management Co. II, L.L.C.

By: /s/ William B. Elmore

Member

Foundation Capital II, L.P.

By:

Foundation Capital Management Co. II, L.L.C.

its General Partner

By: /s/ William B. Elmore

Member

Foundation Capital II Entrepreneurs Fund, L.L.C.

By:

Foundation Capital Management Co. II, L.L.C.

its Manager

By: /s/ William B. Elmore

Member

Foundation Capital II Principals, L.L.C.

By:

Foundation Capital Management Co. II, L.L.C.

its Manager

By: /s/ William B. Elmore

Member

Page 9 of 9 Pages

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