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* William Blair Capital Management VII, LLC (Last) (First) (Middle) 303 W. MADISON STREET, SUITE 2500 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/09/2004	3. Issuer Name and Ticker or Trading Symbol HouseValues, Inc. [ SOLD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 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) Form filed by One Reporting Person X 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	6,572,586	I(1)(2)	Shares Held By Ltd Partnership

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* William Blair Capital Management VII, LLC (Last) (First) (Middle) 303 W. MADISON STREET, SUITE 2500 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* William Blair Capital Management VII, LP (Last) (First) (Middle) 303 W. MADISON STREET, SUITE 2500 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLAIR WILLIAM CAPITAL PARTNERS VII QP LP (Last) (First) (Middle) 303 W. MADISON STREET, SUITE 2500 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLAIR WILLIAM CAPITAL PARTNERS VII LP (Last) (First) (Middle) 303 W. MADISON STREET, SUITE 2500 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents 6,328,679 shares benefically owned by William Blair Capital Partners VII QP, L.P., and 243,907 shares beneficially owned by William Blair Capital Partners VII, L.P. A portion of the amounts shown in Table I may be deemed attributable to William Blair Capital Management VII, L.L.C., and William Blair Capital Management VII, L.P., because William Blair Capital Management VII, L.P. is the general partner of William Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P., and William Blair Capital Management VII, L.L.C. is the general partner of William Blair Capital Management VII, L.P.

2. The Designated Filer is executing this report on behalf of William Blair Capital Management VII, L.L.C., William Blair Capital Management VII, L.P., Wliliam Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P. (collectively, the 'Reporting Persons'), each of whom has authorized it to do so. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of their pecuniary interest.

Remarks:

	/s/ William Blair Capital Management VII LLC,	12/08/2004
	/s/ William Blair Capital Management VII LP,	12/08/2004
	/s/ William Blair Capital Partners VII QP LP,	12/08/2004
	/s/ William Blair Capital Partners VII LP,	12/08/2004
	** 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).
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