X0202 3 2007-11-16 0 0001080131 INTERNET BRANDS, INC. INET 0000942439 PENSKE ROGER S 2555 TELEGRAPH ROAD BLOOMFIELD HILLS MI 48302-0954 1 0 0 0 Class A Common Stock 6702 D Class A Common Stock 983900 I By Penske Internet Capital Group, LLC ("PICG") and Penske Automotive Group, Inc. ("PAG") Stock Option (right to buy) 0.25 2012-05-13 Class A Common Stock 50000 D Stock Option (right to buy) 0.75 2015-02-28 Class A Common Stock 50000 D Warrant (right to buy) 4.03 Series F Preferred Stock 1723974 I By PAG Warrant (right to buy) 4.03 Series F Preferred Stock 392143 I By PAG Warrant (right to buy) 4.03 Series F Preferred Stock 886735 I By Penske Motor Group, Inc. ("PMG") Warrant (right to buy) 4.03 Series F Preferred Stock 207052 I By PMG Warrant (right to buy) 4.03 Series F Preferred Stock 158629 I By Penske Corporation Series B Preferred Stock Class A Common Stock 194805 I By PICG Series C Preferred Stock Class A Common Stock 920759 I By PICG Series D Preferred Stock Class A Common Stock 666244 I By PICG Series D Preferred Stock Class A Common Stock 317620 I By PAG 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. Vests ratably each quarter for four years commencing 01/01/2002. Vests ratably each quarter for four years commencing 05/13/2005. Currently exercisable. 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. Held directly by PAG. Expires on 05/11/2009. 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. Held directly by PMG. Expires 05/11/2009. Held directly by Penske Corporation. Expires 12/31/2008. The convertible preferred stock is immediately convertible into the Issuer's Class A Common Stock and has no expiration date. Held directly by PICG. 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. Held directly by PAG. 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. Exhibit List: Exhibit 24 - Confirming Statement /s/ B. Lynn Walsh, attorney-in-fact 2007-11-16