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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 19.06 | 04/30/2012 | D | 10,500 | 05/23/2008(3) | 05/22/2014 | Common Stock | 10,500 | $ 0 | 0 | I | By TVL Management Corporation (4) | |||
| Stock Option (Right to Buy) | $ 13.18 | 04/30/2012 | D | 10,500 | 05/29/2009(3) | 05/28/2015 | Common Stock | 10,500 | $ 0 | 0 | I | By TVL Management Corporation (4) | |||
| Stock Option (Right to Buy) | $ 8.07 | 04/30/2012 | D | 10,500 | 05/28/2010(3) | 05/27/2016 | Common Stock | 10,500 | $ 0 | 0 | I | By TVL Management Corporation (4) | |||
| Stock Option (Right to Buy) | $ 10.72 | 04/30/2012 | D | 10,500 | 05/11/2011(3) | 05/10/2017 | Common Stock | 10,500 | $ 0 | 0 | I | By TVL Management Corporation (4) | |||
| Series A Convertible Preferred Stock | $ 6.72 | 04/30/2012 | C | 9,721 | 04/14/2009(5) | (6) | Common Stock | 1,446,577 | $ 1,000 | 0 | I | By Trinity Ventures IX, L.P. (2) | |||
| Series A Convertible Preferred Stock | $ 6.72 | 04/30/2012 | C | 109 | 04/14/2009(5) | (6) | Common Stock | 16,220 | $ 1,000 | 0 | I | By Trinity IX Side-By-Side Fund, L.P. (2) | |||
| Series A Convertible Preferred Stock | $ 6.72 | 04/30/2012 | C | 145 | 04/14/2009(5) | (6) | Common Stock | 21,577 | $ 1,000 | 0 | I | By Trinity IX Entrepreneurs' Fund, L.P. (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fenton Noel J 3000 SAND HILL ROAD BUILDING 4, SUITE 160 MENLO PARK, CA 94025 |
X | |||
| /s/ Maria T. Valles, as Attorney-in-Fact | 04/30/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Disposed of pursuant to a merger agreement, dated April 27, 2011, as amended, between the issuer, CoStar Group, Inc. ("Parent") and Lonestar Acquisition Sub, Inc. (the "Merger Agreement") in exchange for a unit consisting of (i) $16.50 in cash without interest and (ii) 0.03702 shares of the Parent Common Stock per share (the "Merger Consideration"). |
| (2) | The Reporting Person is a managing member of Trinity TVL IX, LLC, the General Partner of Trinity Ventures IX, L.P, Trinity IX Side-By-Side Fund, LP and Trinity IX Entrepreneurs' Fund, L.P. The Reporting Person disclaims beneficial ownership of the shares reported, except to the extent of his pecuniary interest therein. |
| (3) | Disposed of pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the options were cancelled in exchange for the Merger Consideration less the exercise price of the option. |
| (4) | This Option is held in the name of TVL Management Corporation, an entity affiliated with Trinity Ventures, a venture capital firm of which the Reporting Person is a general partner. |
| (5) | The Series A Convertible Preferred Stock is convertible at any time, at the Holder's election. |
| (6) | The Series A Convertible Preferred Stock has no expiration date. |