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^*

Benson Steven J.

(Last)

(First)

(Middle)

117 KENDRICK STREET

SUITE 200

(Street)

NEEDHAM

02494

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2009

3. Issuer Name and Ticker or Trading Symbol
LogMeIn, Inc. [ LOGM ]

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

X	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)

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	300,370	I	See Footnote⁽¹⁾

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 Redeemable Convertible Preferred Stock	10/15/2004	⁽²⁾	Common Stock	2,768,849⁽²⁾	⁽²⁾	I	See Footnote⁽³⁾
Series A Redeemable Convertible Preferred Stock	12/13/2005	⁽²⁾	Common Stock	25,194⁽²⁾	⁽²⁾	I	See Footnote⁽⁴⁾
Series B Redeemable Convertible Preferred Stock	12/05/2005	⁽²⁾	Common Stock	802,563⁽²⁾	⁽²⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. The Reporting Person is a member of Prism Venture Partners IV, LLC ("PVP IV LLC"), the sole general partner of Prism Investment Partners IV, L.P. ("PIP IV"), which is the sole general partner of Prism Venture Partners IV, L.P. ("PVP IV"). PVP IV is the beneficial owner of 300,370 shares of the Issuer's common stock. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP IV shares in which the Reporting Person has no actual pecuniary interest.

2. Each share of preferred stock represented herein is immediately convertible and will automatically convert upon the closing of the Issuer's initial public offering, into 0.4 shares of common stock, par value $0.01 per share, of the Issuer, and has no expiration date.

3. The Reporting Person is a member of PVP IV LLC, the sole general partner of PIP IV, which is the sole general partner of PVP IV. PVP IV is the beneficial owner of 6,922,123 shares of the Issuer's Series A Redeemable Convertible Preferred Stock. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP IV shares in which the Reporting Person has no actual pecuniary interest.

4. The Reporting Person is a member of PVP IV LLC, the sole general partner of PIP IV, which is the sole general partner of PVP IV. PVP IV is the beneficial owner of 62,985 shares of the Issuer's Series A Redeemable Convertible Preferred Stock. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP IV shares in which the Reporting Person has no actual pecuniary interest.

5. The Reporting Person is a member of PVP IV LLC, the sole general partner of PIP IV, which is the sole general partner of PVP IV. PVP IV is the beneficial owner of 2,006,408 shares of the Issuer's Series B Redeemable Convertible Preferred Stock. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the PVP IV shares in which the Reporting Person has no actual pecuniary interest.

Remarks:

	/s/ Steven J. Benson	06/30/2009
	** 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.