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^*

MILLICHAP WILLIAM A

(Last)

(First)

(Middle)

C/O THE MARCUS & MILLICHAP COMPANY

2626 HANOVER STREET

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2006

3. Issuer Name and Ticker or Trading Symbol
LoopNet, Inc. [ LOOP ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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	85,235	I	By LoopNet Holdings LLC⁽¹⁾⁽²⁾

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 A Common Stock	⁽³⁾	⁽³⁾	Common Stock	340,942	⁽³⁾	I	By LoopNet Holdings LLC⁽¹⁾⁽²⁾
Series C Common Stock	⁽³⁾	⁽³⁾	Common Stock	731,706	⁽³⁾	I	By The Marcus & Millichap Company⁽²⁾

Explanation of Responses:

1. Represents shares held by LoopNet Holdings LLC through which an investment entity of The Marcus and Millichap Company holds the majority of the voting powers through the operating agreement of LoopNet Holdings LLC.

2. Shares held by an investment entity of The Marcus & Millichap Company, of which the Reporting Person is chairman. The Reporting Person disclaims ownership of the shares reported, except to the extent of his pecuniary interest therein.

3. The Issuer's Preferred Stock will automatically convert into Common Stock on a 1-to-1 basis upon the closing of the Issuer's initial public offering.

Remarks:

	/s/ William A. Millichap	06/06/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.