Schedule 13G Amendment No. 1

-----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, AQLGxNLQlQCJSz5ek4Vs4TxTlmau1lOh3VhKrQqCPRyQMmwKdSZiIiWV6MXGKFpQ 5EUInIsHd9Cvqi+Va89z3g== 0001193125-07-031227.txt : 20070214 0001193125-07-031227.hdr.sgml : 20070214 20070214130418 ACCESSION NUMBER: 0001193125-07-031227 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANAUER NICOLAS J CENTRAL INDEX KEY: 0001134629 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1000 SECOND AVE STE 1200 CITY: SEATTLE STATE: WA ZIP: 98104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HouseValues, Inc. CENTRAL INDEX KEY: 0001298978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 911982679 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80332 FILM NUMBER: 07617229 BUSINESS ADDRESS: STREET 1: 11332 N.E. 122ND WAY STREET 2: BUILDING A2 CITY: KIRKLAND STATE: WA ZIP: 98005 BUSINESS PHONE: (425) 454-0088 MAIL ADDRESS: STREET 1: 11332 N.E. 122ND WAY STREET 2: BUILDING A2 CITY: KIRKLAND STATE: WA ZIP: 98005 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

HouseValues, Inc.

(Name of Issuer)

Common Stock - $0.001 par value

(Title of Class of Securities)

44183Y

(CUSIP Number)

Eric DeJong, Perkins Coie, 1201 Third Avenue, Ste. 4800, Seattle, WA 98101, (206) 359-8000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 31, 2006

(Date of Event which Requires Filing of this Statement)

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 the 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).

SCHEDULE 13G


CUSIP No. 44183Y


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		*Nicolas J. Hanauer*
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) *N/A*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		*USA*


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		*1,5*48,672
		6 SHARED VOTING POWER

		-0-
		7 SOLE DISPOSITIVE POWER

		*1,5*48,672
		8 SHARED DISPOSITIVE POWER

		-0-


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	*1,5*48,672
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.3%¹
12	TYPE OF REPORTING PERSON (See Instructions)

	*Individual*

¹	Based on 24,410,843 common shares outstanding as of December 31, 2006.

ITEM 1.

(a)

NAME OF ISSUER:

HouseValues, Inc.

(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

11332 N.E. 122nd Way

Kirkland, WA 98034

ITEM 2.

(a)

NAME OF PERSON FILING:

Nicolas J. Hanauer

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

c/o Second Avenue Partners

1000 Second Ave., Suite 1200

Seattle, WA 98104

(c)

CITIZENSHIP:

USA

(d)

TITLE OF CLASS OF SECURITIES:

Common Stock, $0.001 par value

(e)

CUSIP NUMBER:

44183Y

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO §§240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with §240.13d-l(b)(l)(ii)(G).

(h)

A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).

(j)

Group, in accordance with §240.13d-l(b)(l)(ii)(J).


ITEM 4.	OWNERSHIP.

	PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF THE ISSUER IDENTIFIED IN ITEM 1.

	(a)	AMOUNT BENEFICIALLY OWNED:

		*1,548,672*

	(b)	PERCENT OF CLASS:

		*6.3%*¹

	(c)	NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

		*(i)*	*Sole power to vote or to direct the vote:*

			*1,548,672*

		*(ii)*	*Shared power to vote or to direct the vote:*

			*-0-*

		*(iii)*	*Sole power to dispose or direct the disposition of:*

			*1,548,672*

		*(iv)*	*Shared power to dispose or direct the disposition of:*

			*-0-*

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: ¨

	*N/A*

ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

	*N/A*

ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

	*N/A*

ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

	*N/A*

ITEM 9.	NOTICE OF DISSOLUTION OF GROUP.

	*N/A*

ITEM 10.	CERTIFICATIONS.

	*N/A*

¹	Based on 24,410,843 common shares outstanding as of December 31, 2006.

SIGNATURE

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.


2/13/07	By:	/S/ NICOLAS J. HANAUER
(Date)		(Signature)

	*Nicolas J. Hanauer*
	(Name)

	*N/A*
	(Title)

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001).

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