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* GROSS WILLIAM (Last) (First) (Middle) C/O IDEALAB 130 WEST UNION STREET (Street) PASADENA CA 91103 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INTERNET BRANDS, INC. [ INET ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/17/2010
	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
Class A Common Stock	12/17/2010		D(1)		15,733	D	$13.35(2)	0	D
Class A Common Stock	12/17/2010		D(1)		13,188	D	$13.35(3)	0	I	See Footnote(4)
Class A Common Stock	12/17/2010		U(1)		146,465(5)	D	$13.35(6)	0	I	See Footnote(7)
Class A Common Stock	12/17/2010		U(1)		5,669,661(5)	D	$13.35(6)	0	I	See Footnote(8)

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
Class B Common Stock	(9)	12/17/2010		U(9)			3,025,000	(9)	(9)	Class A Common Stock	3,025,000	$13.35(9)	0	I	See Footnote(8)

Explanation of Responses:

1. Disposed of in connection with the Agreement and Plan of Merger the "Merger Agreement"), dated as of September 17, 2010, by and among Internet Brands, Inc. (the "Company"), Micro Holding Corp., a Delaware corporation ("Parent"), and Micro Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub").

2. At the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each outstanding share of the Company's Class A Common Stock and Class B Common Stock was converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. Also, at the effective time of the Merger, each outstanding share of restricted stock was vested in full and converted into the right to receive $13.35 per share in cash, without interest and less any applicable withholding taxes. Of the 15,733 shares, 4,118 were shares of restricted stock and were cancelled in exchange for a cash payment of $54,975.30.

3. At the effective time of the Merger, each outstanding share of the Company's Class A Common Stock and Class B Common Stock was converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. Also, at the effective time of the Merger, each outstanding share of restricted stock was vested in full and converted into the right to receive $13.35 per share in cash, without interest and less any applicable withholding taxes. Of the 13,188 shares, 4,118 were shares of restricted stock and were cancelled in exchange for a cash payment of $54,975.30.

4. These shares are held by the reporting person's wife. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

5. On November 12, 2009, the reporting person filed a Form 4 reporting the sale by Idealab Holdings, L.L.C. of 25,671 shares of Class A Common Stock. Such shares were sold by Idealab, not Idealab Holdings, L.L.C. The number of shares reported as being disposed of by Idealab Holdings, L.L.C. and Idealab in the Merger have been adjusted to correct for this attribution error.

6. At the effective time of the Merger, each outstanding share of the Company's Class A Common Stock and Class B Common Stock was converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes.

7. These shares are held by Idealab. The reporting person is Chairman of the Board of Directors, Chief Executive Officer and a shareholder of Idealab. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

8. These shares are held by Idealab Holdings, L.L.C. The reporting person is Chairman of the Board of Directors, Chief Executive Officer and a shareholder of Idealab, which is the sole and managing member of Idealab Holdings, L.L.C. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

9. At the effective time of the Merger, each share of Class B Common Stock converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. Prior to that time, each share of Class B Stock was convertible on a one-or-one basis into Class A Common Stock (i) at any time at the holder's election and (ii)automatically (A) upon a sale or transfer to an unaffiliated person or (B) upon the failure of the holder, together with certain affiliates, to maintain aggregate ownership of at least 15% of the issuer's outstanding capital stock, and had no expiration date.

Remarks:

	/s/ B. Lynn Walsh, as attorney-in-fact	12/21/2010
	** 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).
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