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^*

PENSKE ROGER S

(Last)

(First)

(Middle)

2555 TELEGRAPH ROAD

(Street)

BLOOMFIELD HILLS

48302-0954

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2007

3. Issuer Name and Ticker or Trading Symbol
INTERNET BRANDS, INC. [ INET ]

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

X	Director	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)
Class A Common Stock	6,702⁽¹⁴⁾	D
Class A Common Stock	983,900⁽¹²⁾⁽¹⁴⁾	I	By Penske Internet Capital Group, LLC ("PICG") and Penske Automotive Group, Inc. ("PAG")⁽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)
Stock Option (right to buy)	⁽²⁾	05/13/2012	Class A Common Stock	50,000⁽¹⁴⁾	$0.25	D
Stock Option (right to buy)	⁽³⁾	02/28/2015	Class A Common Stock	50,000⁽¹⁴⁾	$0.75	D
Warrant (right to buy)	⁽⁴⁾	⁽⁵⁾	Series F Preferred Stock	1,723,974⁽¹²⁾⁽¹⁴⁾	$4.03	I	By PAG⁽⁵⁾
Warrant (right to buy)	⁽⁴⁾	⁽⁶⁾	Series F Preferred Stock	392,143⁽¹²⁾⁽¹⁴⁾	$4.03	I	By PAG⁽⁶⁾
Warrant (right to buy)	⁽⁴⁾	⁽⁷⁾	Series F Preferred Stock	886,735⁽¹²⁾⁽¹⁴⁾	$4.03	I	By Penske Motor Group, Inc. ("PMG")⁽⁷⁾
Warrant (right to buy)	⁽⁴⁾	⁽⁸⁾	Series F Preferred Stock	207,052⁽¹²⁾⁽¹⁴⁾	$4.03	I	By PMG⁽⁸⁾
Warrant (right to buy)	⁽⁴⁾	⁽⁹⁾	Series F Preferred Stock	158,629⁽¹²⁾⁽¹⁴⁾	$4.03	I	By Penske Corporation⁽⁹⁾
Series B Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	194,805⁽¹²⁾⁽¹⁴⁾	⁽¹⁰⁾	I	By PICG⁽¹¹⁾
Series C Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	920,759⁽¹²⁾⁽¹⁴⁾	⁽¹⁰⁾	I	By PICG⁽¹¹⁾
Series D Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	666,244⁽¹²⁾⁽¹⁴⁾	⁽¹⁰⁾	I	By PICG⁽¹¹⁾
Series D Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	317,620⁽¹²⁾⁽¹⁴⁾	⁽¹⁰⁾	I	By PAG⁽¹³⁾

Explanation of Responses:

1. Includes 836,900 shares held directly by Penske Internet Capital Group, LLC ("PICG") and 147,000 shares held directly by Penske Automotive Group, Inc. (formerly United Auto Group, Inc.) ("PAG"). The reporting person is Chairman of the Board and controlling shareholder of Penske Corporation, whose wholly owned subsidiary PCP Holdings, Inc. and majority-owned subsidiary Penske Motor Group, Inc. (formerly Penske Automotive Group, Inc.) ("PMG") are the members of PICG. The reporting person is the Chairman of the Board, Chief Executive Officer and controlling shareholder of PAG.

2. Vests ratably each quarter for four years commencing 01/01/2002.

3. Vests ratably each quarter for four years commencing 05/13/2005.

4. Currently exercisable.

5. Held directly by PAG. Expires on the earlier of 12/31/2008 or the end of the reporting person's service as a director of the Issuer.

6. Held directly by PAG. Expires on 05/11/2009.

7. Held directly by PMG. Expires on the earlier of 12/31/2008 or the end of the reporting person's service as a director of the Issuer. The reporting person is Chairman of the Board and controlling shareholder of PMG.

8. Held directly by PMG. Expires 05/11/2009.

9. Held directly by Penske Corporation. Expires 12/31/2008.

10. The convertible preferred stock is immediately convertible into the Issuer's Class A Common Stock and has no expiration date.

11. Held directly by PICG.

12. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

13. Held directly by PAG.

14. The number of securities reported does not reflect a 1-for-2 reverse stock split to be effectuated in connection with the closing of the Issuer's initial public offering.

Remarks:

Exhibit List: Exhibit 24 - Confirming Statement

	/s/ B. Lynn Walsh, attorney-in-fact	11/16/2007
	** 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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