SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/25/2010

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.00001 par value	05/25/2010		C		78,455	A	⁽¹⁾	78,455	I	See Footnote⁽²⁾
Common Stock, $0.00001 par value	05/25/2010		C		644,610	A	⁽¹⁾	644,610	I	See Footnote⁽³⁾
Common Stock, $0.00001 par value	05/25/2010		C		262,330	A	⁽¹⁾	262,330	I	See Footnote⁽⁴⁾
Common Stock, $0.00001 par value	05/25/2010		C		2,620,390	A	⁽¹⁾	2,620,390	I	See Footnote⁽⁵⁾
Common Stock, $0.00001 par value	05/25/2010		C		9,545	A	⁽¹⁾	9,545	I	See Footnote⁽⁶⁾
Common Stock, $0.00001 par value	05/25/2010		C		114,455	A	⁽⁷⁾	114,455	I	See Footnote⁽²⁾
Common Stock, $0.00001 par value	05/25/2010		C		939,940	A	⁽⁷⁾	939,940	I	See Footnote⁽³⁾
Common Stock, $0.00001 par value	05/25/2010		C		382,535	A	⁽⁷⁾	382,535	I	See Footnote⁽⁴⁾
Common Stock, $0.00001 par value	05/25/2010		C		3,821,130	A	⁽⁷⁾	3,821,130	I	See Footnote⁽⁵⁾
Common Stock, $0.00001 par value	05/25/2010		C		13,920	A	⁽⁷⁾	13,920	I	See Footnote⁽⁶⁾
Common Stock, $0.00001 par value	05/25/2010		C		8,040	A	⁽⁸⁾	8,040	I	See Footnote⁽²⁾
Common Stock, $0.00001 par value	05/25/2010		C		66,020	A	⁽⁸⁾	66,020	I	See Footnote⁽³⁾
Common Stock, $0.00001 par value	05/25/2010		C		26,870	A	⁽⁸⁾	26,870	I	See Footnote⁽⁴⁾
Common Stock, $0.00001 par value	05/25/2010		C		268,405	A	⁽⁸⁾	268,405	I	See Footnote⁽⁵⁾
Common Stock, $0.00001 par value	05/25/2010		C		980	A	⁽⁸⁾	980	I	See Footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-1 Preferred Stock	⁽¹⁾	05/25/2010		C			78,455	⁽¹⁾	⁽¹⁰⁾	Common Stock	78,455	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	05/25/2010		C			644,610	⁽¹⁾	⁽¹⁰⁾	Common Stock	644,610	⁽¹⁾	0	I	See Footnote⁽³⁾
Series B-1 Preferred Stock	⁽¹⁾	05/25/2010		C			262,330	⁽¹⁾	⁽¹⁰⁾	Common Stock	262,330	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series B-1 Preferred Stock	⁽¹⁾	05/25/2010		C			2,620,390	⁽¹⁾	⁽¹⁰⁾	Common Stock	2,620,390	⁽¹⁾	0	I	See Footnote⁽⁵⁾
Series B-1 Preferred Stock	⁽¹⁾	05/25/2010		C			9,545	⁽¹⁾	⁽¹⁰⁾	Common Stock	9,545	⁽¹⁾	0	I	See Footnote⁽⁶⁾
Series B-2 Preferred Stock	⁽⁷⁾	05/25/2010		C			114,455	⁽⁷⁾	⁽¹⁰⁾	Common Stock	114,455	⁽⁷⁾	0	I	See Footnote⁽²⁾
Series B-2 Preferred Stock	⁽⁷⁾	05/25/2010		C			939,940	⁽⁷⁾	⁽¹⁰⁾	Common Stock	939,940	⁽⁷⁾	0	I	See Footnote⁽³⁾
Series B-2 Preferred Stock	⁽⁷⁾	05/25/2010		C			382,535	⁽⁷⁾	⁽¹⁰⁾	Common Stock	382,535	⁽⁷⁾	0	I	See Footnote⁽⁴⁾
Series B-2 Preferred Stock	⁽⁷⁾	05/25/2010		C			3,821,130	⁽⁷⁾	⁽¹⁰⁾	Common Stock	3,821,130	⁽⁷⁾	0	I	See Footnote⁽⁵⁾
Series B-2 Preferred Stock	⁽⁷⁾	05/25/2010		C			13,920	⁽⁷⁾	⁽¹⁰⁾	Common Stock	13,920	⁽⁷⁾	0	I	See Footnote⁽⁶⁾
Series C Preferred Stock	⁽⁸⁾	05/25/2010		C			8,040	⁽⁸⁾	⁽¹⁰⁾	Common Stock	8,040	⁽⁸⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽⁸⁾	05/25/2010		C			66,020	⁽⁸⁾	⁽¹⁰⁾	Common Stock	66,020	⁽⁸⁾	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽⁸⁾	05/25/2010		C			26,870	⁽⁸⁾	⁽¹⁰⁾	Common Stock	26,870	⁽⁸⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽⁸⁾	05/25/2010		C			268,405	⁽⁸⁾	⁽¹⁰⁾	Common Stock	268,405	⁽⁸⁾	0	I	See Footnote⁽⁵⁾
Series C Preferred Stock	⁽⁸⁾	05/25/2010		C			980	⁽⁸⁾	⁽¹⁰⁾	Common Stock	980	⁽⁸⁾	0	I	See Footnote⁽⁶⁾

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 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)

Explanation of Responses:

1. Each share of Series B-1 Preferred Stock automatically converted into one share of common stock immediately prior to the completion of the Issuer's initial public offering.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. Each share of Series B-2 Preferred Stock automatically converted into one share of common stock immediately prior to the completion of the Issuer's initial public offering.

8. Each share of Series C Preferred Stock automatically converted into one share of common stock immediately prior to the completion of the Issuer's initial public offering.

10. The Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock have no expiration date.

Remarks:

This Form 4 has been amended solely to include VantagePoint Management, Inc. as an additional reporting person. The reporting persons intended VantagePoint Management, Inc. to be included as an additional reporting person in the original Form 4, but because the SEC's EDGAR filing system accommodates a maximum of only ten joint filers in any Section 16 report, VantagePoint Management, Inc., which had been the 11th reporting person included on the original Form 4 manually executed by the reporting persons, was inadvertently omitted from the EDGAR-filed version of such original Form 4. This Form 4/A should be read together with, and incorporates by reference, the Form 4/A filed on even date herewith by Alan E. Salzman, VantagePoint Venture Partners III, L.P., VantagePoint Venture Partners III (Q), L.P., VantagePoint Venture Partners IV, L.P., VantagePoint Venture Partners IV(Q), L.P., VantagePoint Venture Partners IV Principals Fund, L.P., VantagePoint Venture Partners 2006(Q), L.P. VantagePoint Venture Associates III, L.L.C., VantagePoint Venture Associates IV, L.L.C. and VantagePoint Venture Associates 2006, L.L.C. covering the same securities reported herein.

	/s/ Alan E. Salzman, By: Neil Wolff, by power of attorney for Alan E. Salzman	10/04/2010
	/s/ VANTAGEPOINT MANAGEMENT, INC., By: Neil Wolff, by power of attorney for Alan E. Salzman, Chief Executive Officer	10/04/2010
	** Signature of Reporting Person	Date
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