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
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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*
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)
11/25/2013
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 11/25/2013 S 2,547,552 D $5.7 382,132(1)(2) I See Footnotes(1)(2)
Common Stock 11/25/2013 S 97,057 D $5.7 14,558(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)
1. Name and Address of Reporting Person*
GREAT HILL EQUITY PARTNERS II LP

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

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GREAT HILL AFFILIATE PARTNERS II LP

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

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GREAT HILL PARTNERS GP II LLC

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

(Street)
BOSTON MA 02109

(City) (State) (Zip)
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)
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)
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)
Explanation of Responses:
1. This report is filed jointly by Great Hill Equity Partners II Limited Partnership ("GHEP II"), Great Hill Affiliate Partners II, L.P. ("GHAP II"), Great Hill Partners GP II, LLC ("GHPIIGP", and together with GHEP II and GHAP II, the "Reporting Entities"), Christopher S. Gaffney ("Gaffney"), Stephen F. Gormley ("Gormley"), and John G. Hayes ("Hayes", and together with Gaffney and Gormley, 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 GHEP II. GHPIIGP is the sole general partner of GHEP II. The Reporting Persons are managers of GHPIIGP (Gormley is a retired manager) and as such, together with GHPIIGP, may be deemed to indirectly beneficially own the common stock beneficially owned by GHEP II. The Reporting Persons and GHPIIGP each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
3. These shares are directly held by GHAP II. GHPIIGP is the sole general partner of GHAP II. The Reporting Persons are managers of GHPIIGP (Gormley is a retired manager) and as such, together with GHPIIGP, may be deemed to indirectly beneficially own the common stock beneficially owned by GHAP II. The Reporting Persons and GHPIIGP 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 second 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 11/26/2013
/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Equity Partners II Limited Partnership 11/26/2013
/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Affiliate Partners II, L.P. 11/26/2013
/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Partners GP II, LLC 11/26/2013
/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney 11/26/2013
/s/ Laurie T. Gerber, as attorney-in-fact for Stephen F. Gormley 11/26/2013
/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes 11/26/2013
** 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).
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