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*
GRAYSON BRUNS H
(Last) (First) (Middle)
ABS VENTURES
950 WINTER STREET, SUITE 2600
(Street)
WALTHAM MA 02451
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACTIVE NETWORK INC [ ACTV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2013
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 11/15/2013 U 72,996 D (1) 0 I ABS Ventures IT, L.P.(2)
Common Stock 11/15/2013 U 1,570,939 D (1) 0 I ABS Ventures IX, L.P.(3)
Common Stock 11/15/2013 U 1,000,000 D (1) 0 I The ABS Ventures VI, L.P. Liquidating Trust(4)
Common Stock 11/15/2013 U 69,813 D (1) 0 I The Bruns Grayson 2012 Family Trust(5)
Common Stock 11/15/2013 U 158,575 D (1) 17,858 D
Common Stock 11/15/2013 D 17,858(6) D (7) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $7.88 11/15/2013 D 46,000 (8) 03/24/2021 Common Stock 46,000 $6.62 0 D
Stock Option (right to buy) $13.06 11/15/2013 D 16,911 (8) 05/23/2022 Common Stock 16,911 $1.44 0 D
Explanation of Responses:
1. Per the terms of the Agreement and Plan of Merger dated September 28, 2013, by and among Athlaction Holdings, LLC, Athlaction Merger Sub, Inc. and The Active Network, Inc. (the "Merger Agreement"), each share of The Active Network, Inc. (the "Company") common stock was converted into the right to receive cash in an amount equal to $14.50 per share.
2. Mr. Grayson is the president of Calvert Capital Management Company, the sole member of Calvert Capital VI LLC which is the general partner of ABS Ventures IT, L.P. and has voting and dispositive power with respect to these shares. Mr. Grayson disclaims beneficial ownership except to the extent of his pecuniary interest therein.
3. Mr. Grayson is the managing member of Calvert Capital V LLC, which is the general partner of ABS Ventures IX, L.P, and has voting and dispository power with respect to these shares. Mr. Grayson disclaims beneficial ownership except to the extent of his pecuniary interests therein.
4. As of January 1, 2013, all of the shares owned by ABS Ventures VI LLC were transferred to The ABS Ventures VI, L.P. Liquidating Trust. Calvert Capital Management Company is the trustee of The ABS Ventures VI, L.P. Liquidating Trust. Mr. Grayson is the president of Calvert Capital Management Company and has voting and dispositive power with respect to these shares. Mr. Grayson disclaims beneficial ownership except to the extent of his pecuniary interest therein.
5. Mr. Grayson is the trustee of The Bruns Grayson 2012 Family Trust and has voting and dispositive power with respect to these shares. Mr. Grayson disclaims beneficial ownership except to the extent of his pecuniary interest therein.
6. Represents restricted stock units previously reported under Table I.
7. Per the terms of the Merger Agreement, each restricted stock unit granted that was outstanding as of the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in an amount equal to $14.50 per share.
8. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time, whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Effective Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $14.50 over (y) the exercise price payable per share under each such stock option.
/s/ Bruns Grayson 11/15/2013
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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