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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SPARK NETWORKS INC [ LOV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/07/2013 | S | 31,916 | D | $5.875 | 49,305(1)(2) | D | |||
Common Stock | 05/09/2013 | S | 7,657 | D | $5.875 | 41,648(1)(2) | D | |||
Common Stock | 05/07/2013 | S | 1,207,411 | D | $5.875 | 1,865,230(1)(3) | I | See Footnotes(1)(3) | ||
Common Stock | 05/09/2013 | S | 289,677 | D | $5.875 | 1,575,553(1)(3) | I | See Footnotes(1)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This report is filed jointly by Great Hill Investors, LLC ("GHI"), Great Hill Equity Partners III, L.P. ("GHEP III"), Great Hill Partners GP III, L.P. ("GHEPIIIGP"), GHP III, LLC ("GHPIII", and together with GHI, GHEPIIIGP and GHEP III, the "Reporting Entities"), Christopher S. Gaffney ("Gaffney"), Stephen F. Gormley ("Gormley"), John G. Hayes ("Hayes"), Michael A. Kumin ("Kumin"), Mark D. Taber ("Taber"), and Matthew T. Vettel ("Vettel", and together with Gaffney, Gormley, Hayes, Kumin, and Taber, the "Reporting Persons"). The Reporting Entities and the Reporting Persons may be deemed to be part of a group for reporting purposes. |
2. These shares are directly held by GHI. Gaffney, Hayes, Vettel, and Gormley are managers of GHI (Gormley is a retired manager) and, as such, may be deemed to indirectly beneficially own the common stock beneficially owned by GHI. Gaffney, Hayes, Vettel, and Gormley each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
3. These shares are directly held by GHEP III. GHEPIIIGP is the sole general partner of GHEP III, and GHPIII is the sole general partner of GHEPIIIGP. Gaffney, Hayes, Kumin, Taber, and Vettel are members of the investment and executive committees of GHPIII and as such, together with GHEPIIIGP and GHPIII, may be deemed to indirectly beneficially own the common stock beneficially owned by GHEP III. Gaffney, Hayes, Kumin, Taber, Vettel, GHEPIIIGP, and GHPIII each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
Remarks: |
Great Hill Investors, LLC ("GHI") is the designated filer on behalf of the following reporting owners: Great Hill Equity Partners II Limited Partnership, Great Hill Affiliate Partners II, L.P., Great Hill Partners GP II, LLC, Great Hill Equity Partners III, L.P., Great Hill Partners GP III, L.P., GHP III, LLC, Christopher S. Gaffney, Stephen F. Gormley, John G. Hayes, Matthew T. Vettel, Michael A. Kumin, and Mark D. Taber. Due to the number of reporting owners, this is the first of two Form 4s filed relating to transactions in the same securities by reporting owners for whom GHI is the designated filer. |
/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Investors, LLC | 05/09/2013 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Equity Partners III, L.P. | 05/09/2013 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Partners GP III, L.P. | 05/09/2013 | |
/s/ Laurie T. Gerber, as attorney-in-fact for GHP III, LLC | 05/09/2013 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney | 05/09/2013 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Stephen F. Gormley | 05/09/2013 | |
/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes | 05/09/2013 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin | 05/09/2013 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber | 05/09/2013 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel | 05/09/2013 | |
** 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). | ||
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. |