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^*

SALZMAN ALAN E

(Last)

(First)

(Middle)

C/O VANTAGEPOINT VENTURE PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2010

3. Issuer Name and Ticker or Trading Symbol
ReachLocal Inc [ RLOC ]

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)

	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	1,021,222	I	See footnote⁽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 C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	8,040	⁽⁴⁾	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	66,020	⁽⁴⁾	I	See footnote⁽⁶⁾
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	26,870	⁽⁴⁾	I	See footnote⁽⁷⁾
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	268,405	⁽⁴⁾	I	See footnote⁽⁸⁾
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	980	⁽⁴⁾	I	See footnote⁽⁹⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	36,825	⁽¹⁰⁾	I	See footnote⁽⁵⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	302,425	⁽¹⁰⁾	I	See footnote⁽⁶⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	174,364	⁽¹⁰⁾	I	See footnote⁽⁷⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	1,741,716	⁽¹⁰⁾	I	See footnote⁽⁸⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	6,344	⁽¹⁰⁾	I	See footnote⁽⁹⁾
Stock Option (right to buy)	⁽¹¹⁾	09/18/2015	Common Stock	75,000	$10.91	D⁽¹³⁾
Stock Option (right to buy)	⁽¹²⁾	10/30/2015	Common Stock	75,000	$10.91	I	By: Jason Whitt⁽¹⁴⁾

1. Name and Address of Reporting Person^*

SALZMAN ALAN E

(Last)

(First)

(Middle)

C/O VANTAGEPOINT VENTURE PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS III LP

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS III Q L P

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS IV LP

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS IV Q LP

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Vantagepoint Venture Partners 2006(Q)LP

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE ASSOCIATES III LLC

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE ASSOCIATES IV LLC

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VantagePoint Venture Associates 2006, L.L.C.

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities are directly held by VantagePoint Venture Partners 2006(Q), L.P.. VantagePoint Venture Associates 2006, L.L.C. is the general partner of VantagePoint Venture Partners 2006(Q), L.P.. VantagePoint Venture Associates 2006, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates 2006, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

2. The securities are immediately convertible.

3. The expiration date is not relevant to the conversion of these securities.

4. Each share of Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series C Preferred Stock will automatically convert on a 1 for 1 basis into common stock upon the closing of the Issuer's initial public offering.

5. These securities are directly held by VantagePoint Venture Partners III, L.P.. VantagePoint Venture Associates III, L.L.C. is the general partner of VantagePoint Venture Partners III, L.P.. VantagePoint Venture Associates III, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates III, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

6. These securities are directly held by VantagePoint Venture Partners III (Q), L.P.. VantagePoint Venture Associates III, L.L.C. is the general partner of VantagePoint Venture Partners III (Q), L.P.. VantagePoint Venture Associates III, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates III, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

7. These securities are directly held by VantagePoint Venture Partners IV, L.P.. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV, L.P.. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates IV, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

8. These securities are directly held by VantagePoint Venture Partners IV(Q), L.P.. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV(Q), L.P.. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates IV, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

9. These securities are directly held by VantagePoint Venture Partners IV Principals Fund, L.P.. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV Principals Fund, L.P.. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates IV, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

10. Each share of Series D Preferred Stock will automatically convert on an approximately 1 for 1.0433 basis into common stock upon the closing of the Issuer's initial public offering.

11. The shares subject to this option vest according to the following schedule: in equal monthly installments over a three-year period beginning from the May 7, 2008 vesting start date.

12. The shares subject to this option vest according to the following schedule: in equal monthly installments over a three-year period beginning from the October 30, 2008 vesting start date.

13. VantagePoint Management, Inc. has the sole power to exercise the option, and sole voting and investment power with respect to the shares underlying the option. As the Chief Executive Officer of VantagePoint Management, Inc., Alan E. Salzman has the power to exercise the option and investment power with respect to the shares underlying the option. Alan E. Salzman disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein.

14. VantagePoint Management, Inc. has the sole power to exercise the option, and sole voting and investment power with respect to the shares underlying the option. Mr. Whitt disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein. As the Chief Executive Officer of VantagePoint Management, Inc., Alan E. Salzman has the power to exercise the option and investment power with respect to the shares underlying the option. Alan E. Salzman disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein.

Remarks:

1 of 2

	/s/ Alan E. Salzman	05/19/2010
	/s/ VANTAGEPOINT VENTURE ASSOCIATES III, L.L.C., By: Alan E. Salzman, Managing Member	05/19/2010
	/s/ VANTAGEPOINT VENTURE PARTNERS III, L.P., By: VantagePoint Venture Associates III, L.L.C., By: Alan E. Salzman, Managing Member	05/19/2010
	/s/ VANTAGEPOINT VENTURE PARTNERS III(Q), L.P., By: VantagePoint Venture Associates III, L.L.C., By: Alan E. Salzman, Managing Member	05/19/2010
	/s/ VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C., By: Alan E. Salzman, Managing Member	05/19/2010
	/s/ VANTAGEPOINT VENTURE PARTNERS IV, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	05/19/2010
	/s/ VANTAGEPOINT VENTURE PARTNERS IV(Q), L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	05/19/2010
	/s/ VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	05/19/2010
	/s/ VANTAGEPOINT VENTURE ASSOCIATES 2006, L.L.C., By: Alan E. Salzman, Managing Member	05/19/2010
	/s/ VANTAGEPOINT VENTURE PARTNERS 2006(Q), L.P., By: VantagePoint Venture Associates 2006, L.L.C., By: Alan E. Salzman, Managing Member	05/19/2010
	** 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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