-----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, Bas0dLrWjyp8t/eJ0gUDMxX0fnng3FaEtE6rwQAblHpPEaLn38dZyxJzTcl1gJVV DIARVaRyoD0DfK4mrFHVxw== 0001144204-07-011156.txt : 20070305 0001144204-07-011156.hdr.sgml : 20070305 20070305134615 ACCESSION NUMBER: 0001144204-07-011156 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070305 DATE AS OF CHANGE: 20070305 GROUP MEMBERS: BC ADVISORS, LLC GROUP MEMBERS: SRB MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOCAL.COM CENTRAL INDEX KEY: 0001259550 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330849123 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80337 FILM NUMBER: 07670562 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE STREET 2: BUILDING G CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 784-0800 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE STREET 2: BUILDING G CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: INTERCHANGE CORP DATE OF NAME CHANGE: 20030813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Becker Steven R CENTRAL INDEX KEY: 0001349005 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 214-756-6073 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 v067573_sc-13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

LOCAL.COM CORPORATION

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

53954R105

(CUSIP Number)

February 23, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

Rule 13d-1(b)

Rule 13d-1(c)

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 in 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).

CUSIP No. 53954R105
1	NAME OF REPORTING PERSON: BC Advisors, LLC I.R.S. Identification Nos. of above persons (entities only):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 895,521
		6	SHARED VOTING POWER: 0
		7	SOLE DISPOSITIVE POWER: 895,521
		8	SHARED DISPOSITIVE POWER: 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 895,521
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8%*
12	TYPE OF REPORTING PERSON HC/OO

*Based on 9,294,725 shares of common stock issued and outstanding as of October 31, 2006, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006. Consists of (i) 497,511 shares of common stock receivable upon conversion of a convertible note, (ii) 199,005 shares of common stock receivable upon exercise of a warrant and (iii) 199,005 shares of common stock receivable upon exercise of an additional warrant.

CUSIP No. 53954R105
1	NAME OF REPORTING PERSON: SRB Management, L.P. I.R.S. Identification Nos. of above persons (entities only):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 895,521
		6	SHARED VOTING POWER: 0
		7	SOLE DISPOSITIVE POWER: 895,521
		8	SHARED DISPOSITIVE POWER: 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 895,521
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8%*
12	TYPE OF REPORTING PERSON IA/PN

CUSIP No. 53954R105
1	NAME OF REPORTING PERSON: Steven R. Becker I.R.S. Identification Nos. of above persons (entities only):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 895,521
		6	SHARED VOTING POWER: 0
		7	SOLE DISPOSITIVE POWER: 895,521
		8	SHARED DISPOSITIVE POWER: 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 895,521
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8%*
12	TYPE OF REPORTING PERSON HC/IN

This Schedule 13G relates (i) a note convertible into the common stock (“Common Stock”) of LOCAL.COM CORPORATION and (ii) two warrants exercisable for Common Stock, each of which was acquired by BC Advisors, LLC, a Texas limited liability company (“BCA”), for the account of (1) SRB Greenway Capital, L.P., a Texas limited partnership (“SRBGC”), (2) SRB Greenway Capital (Q.P.), L.P., a Texas limited partnership (“SRBQP”) and (3) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership (“SRB Offshore”). BCA is the general partner of SRB Management, L.P., a Texas limited partnership (“SRB Management”), which is the general partner of SRBGC, SRBQP and SRB Offshore. Steven R. Becker is the sole principal of BCA. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

Item 1(a).

Name of Issuer: LOCAL.COM CORPORATION

Item 1(b).

Address of Issuer's Principal Executive Offices:

One Technology Drive, Building G

Irvine, CA 92618

Item 2(a).

Name of Person Filing:

See Item 1 of each cover page.

Item 2(b).

Address of Principal Business Office or if none, Residence:

300 Crescent Court, Suite 1111

Dallas, Texas 75201

Item 2(c).

Citizenship:See Item 4 of each cover page.

Item 2(d).

Title of Class of Securities: Common Stock, par value $0.00001 per share

Item 2(e).

CUSIP Number: 53954R105

Item 3.

Not Applicable

Item 4.

Ownership:

(a)

Amount Beneficially Owned:

Steven R. Becker is the beneficial owner of 895,521 shares of Common Stock beneficially owned by BCA and SRB Management for the accounts of SRBGC, SRBQP and SRB Offshore. BCA and SRB Management are the beneficial owners of 895,521 shares of Common Stock for the accounts of SRBGC, SRBQP and SRB Offshore.

(b)

Percent of Class: See Item 11 of each cover page.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: See Item 5 of each cover page.

(ii)

shared power to vote or to direct the vote: See Item 6 of each cover page.

(iii)

sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

(iv)

shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Item 5.

Ownership of Five Percent or Less of a Class: Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person: Not applicable.

Item7.

Identification and Classification of Subsidiary Which Acquired the Securities:

SRB Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, SRBGC, SRBQP and SRB Offshore. BCA is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA, and therefore exercises investment discretion and control with respect to the shares of Common Stock beneficially owned by SRB Management’s clients.

Item 8.

Identification and Classification of Members of the Group: Not applicable.

Item 9.

Notice of Dissolution of Group: Not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.


	February 23, 2007

	BC ADVISORS, LLC.


	By:	/s/ Steven R. Becker
		Steven R. Becker, Member

	SRB MANAGEMENT, L.P.


	By:	BC Advisors, LLC, its general partner

	By:	/s/ Steven R. Becker
		Steven R. Becker, Member


		/s/ Steven R. Becker
		STEVEN R. BECKER

EX-1 2 v067573_ex-1.htm

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of LOCAL.COM CORPORATION and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 23, 2007.


	BC ADVISORS, LLC.


	By:	/s/ Steven R. Becker
		Steven R. Becker, Member

	SRB MANAGEMENT, L.P.


	By:	BC Advisors, LLC, its general partner

	By:	/s/ Steven R. Becker
		Steven R. Becker, Member


		/s/ Steven R. Becker
		STEVEN R. BECKER

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