AMENDMENT NO. 1 TO SCHEDULE 13G

0001193125-13-035435.txt : 20130204 0001193125-13-035435.hdr.sgml : 20130204 20130204060654 ACCESSION NUMBER: 0001193125-13-035435 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130204 DATE AS OF CHANGE: 20130204 GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY GROUP MEMBERS: RHO CAPITAL PARTNERS LLC GROUP MEMBERS: RHO VENTURES V AFFILIATES, L.L.C. GROUP MEMBERS: RMV V, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ReachLocal Inc CENTRAL INDEX KEY: 0001297336 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 200498783 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85998 FILM NUMBER: 13568190 BUSINESS ADDRESS: STREET 1: 21700 OXNARD STREET, SUITE 1600 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8189369906 MAIL ADDRESS: STREET 1: 21700 OXNARD STREET, SUITE 1600 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rho Ventures V, L.P. CENTRAL INDEX KEY: 0001325383 IRS NUMBER: 201953730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 d479462dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G AMENDMENT NO. 1 TO SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1) *

ReachLocal, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

75525F 10 4

(CUSIP Number)

December 31, 2012

(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 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 OAct (however, see the Notes).


CUSIP No. 75525F 10 4		13G


1.	Names of Reporting Persons Rho Ventures V, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 2,756,966 shares of Common Stock (2)
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 2,756,966 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,756,966 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 9.7% (3)
12.	Type of Reporting Person (see instructions) PN

(1)

This Amendment No. 1 to the statement on Schedule 13G is filed by Rho Ventures V, L.P. (“RV V”), Rho Ventures V Affiliates, L.L.C. (“RV V Affiliates”), Rho Capital Partners LLC (“RCP LLC”), RMV V, L.L.C. (“RMV”), Joshua Ruch (“Ruch”), Habib Kairouz (“Kairouz”) and Mark Leschly (“Leschly,” together with RV V, RV V Affiliates, RCP LLC, RMV, Ruch and Kairouz, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 2,534,443 shares held by RV V, and (ii) 222,523 shares held by RV V Affiliates. RMV is the general partner of RV V and the managing member of RV V Affiliates. RCP LLC is the managing member of RMV. As such, RCP LLC and RMV possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RCP LLC and RMV hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are the managing members of RCP LLC, the managing member of RMV. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates.

(3)	This percentage set forth on the cover sheets are calculated based on 28,513,268 shares of the Common Stock reported to be outstanding as of October 31, 2012 as set forth in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on November 6, 2012.

Page 2


CUSIP No. 75525F 10 4		13G


1.	Names of Reporting Persons Rho Ventures V Affiliates, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 2,756,966 shares of Common Stock (2)
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 2,756,966 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,756,966 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 9.7% (3)
12.	Type of Reporting Person (see instructions) OO

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage set forth on the cover sheets are calculated based on 28,513,268 shares of the Common Stock reported to be outstanding as of October 31, 2012 as set forth in the Issuer’s Form 10-Q as filed with the SEC on November 6, 2012.

Page 3


CUSIP No. 75525F 10 4		13G


1.	Names of Reporting Persons Rho Capital Partners LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 2,756,966 shares of Common Stock (2)
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 2,756,966 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,756,966 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 9.7% (3)
12.	Type of Reporting Person (see instructions) OO

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage set forth on the cover sheets are calculated based on 28,513,268 shares of the Common Stock reported to be outstanding as of October 31, 2012 as set forth in the Issuer’s Form 10-Q as filed with the SEC on November 6, 2012.

Page 4


CUSIP No. 75525F 10 4		13G


1.	Names of Reporting Persons RMV V, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 2,756,966 shares of Common Stock (2)
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 2,756,966 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,756,966 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 9.7% (3)
12.	Type of Reporting Person (see instructions) OO

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage set forth on the cover sheets are calculated based on 28,513,268 shares of the Common Stock reported to be outstanding as of October 31, 2012 as set forth in the Issuer’s Form 10-Q as filed with the SEC on November 6, 2012.

Page 5


CUSIP No. 75525F 10 4		13G


1.	Names of Reporting Persons Joshua Ruch
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 2,756,966 shares of Common Stock (2)
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 2,756,966 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,756,966 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 9.7% (3)
12.	Type of Reporting Person (see instructions) IN

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 2,534,443 shares held by RV V, and (ii) 222,523 shares held by RV V Affiliates. RMV is the general partner of RV V and the managing member of RV V Affiliates. RCP LLC is the managing member of RMV. As such, RCP LLC and RMV possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RCP LLC and RMV hold no shares of the Issuer directly. Ruch is a managing member of RCP LLC, the managing member of RMV. As such, Ruch possesses power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. Ruch holds no shares of the Issuer directly.

(3)	This percentage set forth on the cover sheets are calculated based on 28,513,268 shares of the Common Stock reported to be outstanding as of October 31, 2012 as set forth in the Issuer’s Form 10-Q as filed with the SEC on November 6, 2012.

Page 6


CUSIP No. 75525F 10 4		13G


1.	Names of Reporting Persons Habib Kairouz
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 94,749 shares of Common Stock
		6.	Shared Voting Power 2,756,966 shares of Common Stock (2)
		7.	Sole Dispositive Power 94,749 shares of Common Stock
		8.	Shared Dispositive Power 2,756,966 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,851,715 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 10.0% (3)
12.	Type of Reporting Person (see instructions) IN

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 2,534,443 shares held by RV V, and (ii) 222,523 shares held by RV V Affiliates. RMV is the general partner of RV V and the managing member of RV V Affiliates. RCP LLC is the managing member of RMV. As such, RCP LLC and RMV possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RCP LLC and RMV hold no shares of the Issuer directly. Kairouz is a managing member of RCP LLC, the managing member of RMV. As such, Kairouz possesses power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates.

(3)	This percentage set forth on the cover sheets are calculated based on 28,513,268 shares of the Common Stock reported to be outstanding as of October 31, 2012 as set forth in the Issuer’s Form 10-Q as filed with the SEC on November 6, 2012.

Page 7


CUSIP No. 75525F 10 4		13G


1.	Names of Reporting Persons Mark Leschly
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Kingdom of Denmark
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 2,756,966 shares of Common Stock (2)
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 2,756,966 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,756,966 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 9.7% (3)
12.	Type of Reporting Person (see instructions) IN

(1)	This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 2,534,443 shares held by RV V, and (ii) 222,523 shares held by RV V Affiliates. RMV is the general partner of RV V and the managing member of RV V Affiliates. RCP LLC is the managing member of RMV. As such, RCP LLC and RMV possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RCP LLC and RMV hold no shares of the Issuer directly. Leschly is a managing member of RCP LLC, the managing member of RMV. As such, Leschly possesses power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. Leschly holds no shares of the Issuer directly.

(3)	This percentage set forth on the cover sheets are calculated based on 28,513,268 shares of the Common Stock reported to be outstanding as of October 31, 2012 as set forth in the Issuer’s Form 10-Q as filed with the SEC on November 6, 2012.

Page 8


CUSIP No. 75525F 10 4		13G

Introductory Note: This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons in respect of shares of Common Stock, par value $0.00001 per share (“Common Stock”), of ReachLocal, Inc. (the “Issuer”).

Item 1(a).

Name of Issuer:

ReachLocal, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Officers:

21700 Oxnard Street, Suite 1600

Woodland Hills, California 91367

Item 2(a).

Name of Person(s) Filing:

Rho Ventures V, L.P. (“RV V”)

Rho Ventures V Affiliates, L.L.C. (“RV V Affiliates”)

Rho Capital Partners LLC (“RCP LLC”)

RMV V, L.L.C. (“RMV”)

Joshua Ruch (“Ruch”)

Habib Kairouz (“Kairouz”)

Mark Leschly (“Leschly”)

Item 2(b).

Address of Principal Business Office:

Rho Ventures

152 W 57^th Street, 23^rd Floor

New York, New York 10019

Item 2(c).

Citizenship:


RV V		Delaware, United States of America
RV V Affiliates		Delaware, United States of America
RCP LLC		Delaware, United States of America
RMV		Delaware, United States of America
Ruch		United States of America
Kairouz		United States of America
Leschly		Kingdom of Denmark

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.00001 per share.

Item 2(e).

CUSIP Number:

75525F 10 4

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Page 9


CUSIP No. 75525F 10 4		13G

Item 4(a).

Amount Beneficially Owned:

Item 4(b).

Percent of Class:

Item 4(c).

Number of shares as to which such persons have:

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2012:


Reporting Persons	Shares Held Directly (1)		Sole Voting Power (1)		Shared Voting Power (1)		Sole Dispositive Power (1)		Shared Dispositive Power (1)		Beneficial Ownership (1)		Percentage of Class (1, 3)
RV V		2,534,443		0		2,756,966		0		2,756,966		2,756,966		9.7	%
RV V Affiliates		222,523		0		2,756,966		0		2,756,966		2,756,966		9.7	%
RCP LLC (2)		0		0		2,756,966		0		2,756,966		2,756,966		9.7	%
RMV (2)		0		0		2,756,966		0		2,756,966		2,756,966		9.7	%
Ruch (2)		0		0		2,756,966		0		2,756,966		2,756,966		9.7	%
Kairouz (2)		94,749		94,749		2,756,966		94,749		2,756,966		2,851,715		10.0	%
Leschly (2)		0		0		2,756,966		0		2,756,966		2,756,966		9.7	%

(1)	Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons.

(2)

RMV is the general partner of RV V and the managing member of RV V Affiliates. RCP LLC is the managing member of RMV. As such, RCP LLC and RMV possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RCP LLC and RMV hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are the managing members of RCP LLC, the managing member of RMV. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. Ruch and Leschly hold no shares of the Issuer directly.

(3)	This percentage set forth on the cover sheets are calculated based on 28,513,268 shares of the Common Stock reported to be outstanding as of October 31, 2012 as set forth in the Issuer’s Form 10-Q as filed with the SEC on November 6, 2012.

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Page 10


CUSIP No. 75525F 10 4		13G

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

Not applicable.

Page 11


CUSIP No. 75525F 10 4		13G

SIGNATURES

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.

Dated: February 4, 2013

RHO VENTURES V, L.P.

BY: RMV V, L.L.C.

ITS: GENERAL PARTNER

/s/ Jeffrey I. Martin

Jeffrey I. Martin

Authorized Signer

RHO VENTURES V AFFILIATES, L.L.C.

By: RMV V, L.L.C.

ITS: MANAGING MEMBER

/s/ Jeffrey I. Martin

Jeffrey I. Martin

Authorized Signer

RMV V, L.L.C.

BY: RHO CAPITAL PARTNERS LLC

ITS: MANAGING MEMBER

/s/ Jeffrey I. Martin

Jeffrey I. Martin

Authorized Signer

RHO CAPITAL PARTNERS LLC

/s/ Jeffrey I. Martin

Jeffrey I. Martin

Authorized Signer

/s/ Jeffrey I. Martin

Jeffrey I. Martin, Authorized Signer for Joshua Ruch

/s/ Jeffrey I. Martin

Jeffrey I. Martin, Authorized Signer for Habib Kairouz

/s/ Jeffrey I. Martin

Jeffrey I. Martin, Authorized Signer for Mark Leschly

Exhibit(s):



99.1:		Joint Filing Statement

Page 12

EX-99.1 2 d479462dex991.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of ReachLocal, Inc.

Dated: February 4, 2013

RHO VENTURES V, L.P.

By: RMV V, L.L.C.

ITS: GENERAL PARTNER

/s/ Jeffrey I. Martin

Jeffrey I. Martin

Authorized Signer

RHO VENTURES V AFFILIATES, L.L.C.

By: RMV V, L.L.C.

ITS: MANAGING MEMBER

/s/ Jeffrey I. Martin

Jeffrey I. Martin

Authorized Signer

RMV V, L.L.C.

BY: RHO CAPITAL PARTNERS LLC

ITS: MANAGING MEMBER

/s/ Jeffrey I. Martin

Jeffrey I. Martin

Authorized Signer

RHO CAPITAL PARTNERS LLC

/s/ Jeffrey I. Martin

Jeffrey I. Martin

Authorized Signer

/s/ Jeffrey I. Martin

Jeffrey I. Martin, Authorized Signer for Joshua Ruch

/s/ Jeffrey I. Martin

Jeffrey I. Martin, Authorized Signer for Habib Kairouz

/s/ Jeffrey I. Martin

Jeffrey I. Martin, Authorized Signer for Mark Leschly