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
  
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*
GREAT HILL INVESTORS LLC

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SPARK NETWORKS INC [ LOV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Form filed by One Reporting Person
X 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
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)
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*
GREAT HILL INVESTORS LLC

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Great Hill Equity Partners III LP

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Great Hill Partners GP III, L.P.

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GHP III, LLC

(Last) (First) (Middle)
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GAFFNEY CHRISTOPHER S

(Last) (First) (Middle)
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GORMLEY STEPHEN F

(Last) (First) (Middle)
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HAYES JOHN G

(Last) (First) (Middle)
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vettel Matthew T

(Last) (First) (Middle)
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kumin Michael Andrew

(Last) (First) (Middle)
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Taber Mark D.

(Last) (First) (Middle)
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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.