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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ReachLocal Inc [ RLOC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/06/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/06/2012 | S | 68,293(1) | D | $12.7798(2) | 3,263,673(3)(10) | I | See Footnote(3)(10) | ||
Common Stock | 08/07/2012 | S | 181,707(4) | D | $12.8145(5) | 3,081,966(6)(10) | I | See Footnote(6)(10) | ||
Common Stock | 08/08/2012 | S | 50,000(7) | D | $12.8414(8) | 3,031,966(9)(10) | I | See Footnote(9)(10) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Rho Ventures V, L.P. ("RV V") sold 62,781 shares and Rho Ventures V Affiliates, L.L.C. ("RV V Affiliates") sold 5,512 shares. |
2. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $12.54 to $12.87 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
3. Consists of 3,000,252 shares held by RV V and 263,421 shares held by RV V Affiliates. |
4. RV V sold 167,041 shares and RV V Affiliates sold 14,666 shares. |
5. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $12.59 to $12.90 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
6. Consists of 2,833,211 shares held by RV V and 248,755 shares held by RV V Affiliates. |
7. RV V sold 45,964 shares and RV V Affiliates sold 4,036 shares. |
8. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $12.775 to $12.90 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
9. Consists of 2,787,247 shares held by RV V and 244,719 shares held by RV V Affiliates. |
10. RMV V, L.L.C. ("RMV") is the general partner of RV V and the managing member of RV V Affiliates. Rho Capital Partners LLC ("RCP LLC") is the managing member of RMV. Each of RMV and RCP LLC disclaim beneficial ownership of the reportable securities and this report shall not be deemed an admission that RMV or RCP LLC is the beneficial owner of such securities, except to the extent of its pecuniary interest therein. Mark Leschly and Joshua Ruch are managing members of RCP LLC. Each of Mark Leschly and Joshua Ruch disclaim beneficial ownership of the reportable securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities, except to the extent of his pecuniary interest therein. |
/s/ Jeffrey I. Martin Atty In Fact | 08/08/2012 | |
/s Jeffrey I. Martin Attorney in fact | 08/08/2012 | |
/s/ Jeffrey I. Martin Attorney In Fact | 08/08/2012 | |
s/ Jeffrey I. Martin Atty In Fact | 08/08/2012 | |
/ s/ Jeffrey I. Martin, Attorney in fact | 08/08/2012 | |
s/ Jeffrey I. Martin Attorney-In-Fact | 08/08/2012 | |
** 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. |