X0202 3 2007-11-16 0 0001080131 INTERNET BRANDS, INC. INET 0001079818 GROSS WILLIAM C/O BILL GROSS' IDEALAB 130 W UNION STREET PASADENA CA 91103 1 0 1 0 Class A Common Stock 6186 D Class A Common Stock 6186 I See Footnote Class A Common Stock 1000 I See Footnote Class B Common Stock Class A Common Stock 6050000 I See Footnote Series A Preferred Stock Class A Common Stock 10000000 I See Footnote Series B Preferred Stock Class A Common Stock 25974 I See Footnote Series B Preferred Stock Class A Common Stock 609870 I See Footnote Series B Preferred Stock Class A Common Stock 2636883 I See Footnote Series C Preferred Stock Class A Common Stock 2575107 I See Footnote Series C Preferred Stock Class A Common Stock 82403 I See Footnote Series C Preferred Stock Class A Common Stock 432618 I See Footnote Series D Preferred Stock Class A Common Stock 7208735 I See Footnote Series D Preferred Stock Class A Common Stock 2538 I See Footnote Series D Preferred Stock Class A Common Stock 13324 I See Footnote Stock Option (right to buy) 0.75 2015-02-28 Class A Common Stock 150000 I See Footnote Stock Option (right to buy) 0.25 2012-05-13 Class A Common Stock 50000 D The number of shares reported does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering. 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. 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 controlling 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. The Class B Common Stock has no expiration date and is convertible on a one-for-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. The number of underlying shares reported in Column 3 does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering. The preferred stock has no expiration date and is convertible on a one-for-one basis into Class A Common Stock (i) at any time at the holder's election and (ii) automatically (A) at the closing of an underwritten public offering meeting certain criteria or (B) upon the consent of the holders of a majority of certain classes of preferred stock. The number of underlying shares reported in Column 3 does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering. These shares are held by Clearstone Venture Partners I-A, L.P. ("CVPI-A"). The reporting person is a managing member of Clearstone Venture Management I, LLC, which is the general partner of CVPI-A. 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. These shares are held by Clearstone Venture Partners I-B, L.P. ("CVPI-B"). The reporting person is a managing member of Clearstone Venture Management I, LLC, which is the general partner of CVPI-B. 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. The options vest quarterly on a pro rata basis over a four (4) year period commencing on May 13, 2005. The number of underlying shares reported does not reflect a 1-for-2 reverse stock split to be effected in connection with the closing of the issuer's initial public offering. The options are held by Idealab. The reporting person is Chairman of the Board of Directors, Chief Executive Officer and a controlling 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. The options are fully vested. Exhibit List: Exhibit 24 - Confirming Statement /s/ B. Lynn Walsh, attorney-in-fact 2007-11-16