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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Fenton Noel J (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 4, SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LoopNet, Inc. [ LOOP ]	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) 04/30/2012
	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	04/30/2012		D		15,000	D	(1)	0	I	By The Fenton Family Trust
Common Stock	04/30/2012		D		1,446,577	D	(1)	0	I	By Trinity Ventures IX, L.P.(2)
Common Stock	04/30/2012		D		16,220	D	(1)	0	I	By Trinity IX Side-By-Side Fund, L.P.(2)
Common Stock	04/30/2012		D		21,577	D	(1)	0	I	By Trinity IX Entrepreneurs' Fund, L.P.(2)

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)	$19.06	04/30/2012		D			10,500	05/23/2008(3)	05/22/2014	Common Stock	10,500	$0.00	0	I	By TVL Management Corporation(4)
Stock Option (Right to Buy)	$13.18	04/30/2012		D			10,500	05/29/2009(3)	05/28/2015	Common Stock	10,500	$0.00	0	I	By TVL Management Corporation(4)
Stock Option (Right to Buy)	$8.07	04/30/2012		D			10,500	05/28/2010(3)	05/27/2016	Common Stock	10,500	$0.00	0	I	By TVL Management Corporation(4)
Stock Option (Right to Buy)	$10.72	04/30/2012		D			10,500	05/11/2011(3)	05/10/2017	Common Stock	10,500	$0.00	0	I	By TVL Management Corporation(4)
Series A Convertible Preferred Stock	$6.72	04/30/2012		C			9,721	04/14/2009(5)	(6)	Common Stock	1,446,577	$1,000	0	I	By Trinity Ventures IX, L.P.(2)
Series A Convertible Preferred Stock	$6.72	04/30/2012		C			109	04/14/2009(5)	(6)	Common Stock	16,220	$1,000	0	I	By Trinity IX Side-By-Side Fund, L.P.(2)
Series A Convertible Preferred Stock	$6.72	04/30/2012		C			145	04/14/2009(5)	(6)	Common Stock	21,577	$1,000	0	I	By Trinity IX Entrepreneurs' Fund, L.P.(2)

Explanation of Responses:

1. Disposed of pursuant to a merger agreement, dated April 27, 2011, as amended, between the issuer, CoStar Group, Inc. ("Parent") and Lonestar Acquisition Sub, Inc. (the "Merger Agreement") in exchange for a unit consisting of (i) $16.50 in cash without interest and (ii) 0.03702 shares of the Parent Common Stock per share (the "Merger Consideration").

2. The Reporting Person is a managing member of Trinity TVL IX, LLC, the General Partner of Trinity Ventures IX, L.P, Trinity IX Side-By-Side Fund, LP and Trinity IX Entrepreneurs' Fund, L.P. The Reporting Person disclaims beneficial ownership of the shares reported, except to the extent of his pecuniary interest therein.

3. Disposed of pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the options were cancelled in exchange for the Merger Consideration less the exercise price of the option.

4. This Option is held in the name of TVL Management Corporation, an entity affiliated with Trinity Ventures, a venture capital firm of which the Reporting Person is a general partner.

5. The Series A Convertible Preferred Stock is convertible at any time, at the Holder's election.

6. The Series A Convertible Preferred Stock has no expiration date.

Remarks:

	/s/ Maria T. Valles, as Attorney-in-Fact	04/30/2012
	** 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 4 (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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