Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kaplan Keith Jon
 2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2011		 3. Issuer Name and Ticker or Trading Symbol
interclick, inc. [ICLK]
(Last)
(First)
(Middle)
11 WEST 19TH STREET, 10TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres and Chief Revenue Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10011		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 275,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kaplan Keith Jon
11 WEST 19TH STREET
10TH FLOOR
NEW YORK, NY 10011		       Pres and Chief Revenue Officer  

Signatures

/s/ Keith Kaplan 11/04/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents a grant of common stock (the "Shares"), issued pursuant to Mr. Kaplan's employment agreement with the Company, which shall vest in equal portions annually over a period of four years, provided that Mr. Kaplan is still employed by the Company or an affiliate of the Company on the applicable vesting date. Notwithstanding the foregoing, the Shares shall vest as to 25% of any then unvested portion of the Shares upon the first occurrence of a Change of Control (as defined in Mr. Kaplan's employment agreement) (with the remainder vesting in accordance with the original vesting schedule with each vesting installment reduced pro rata to reflect such accelerated vesting) and as to 100% of any then unvested portions of the Shares in the event Mr. Kaplan is terminated by the Company without Cause (as defined in Mr. Kaplan's employment agreement) following a Change of Control and Mr. Kaplan executes a general release of claims against the Company and its affiliates in a form
 
Remarks:
acceptable to the Company that becomes effective and irrevocable within sixty (60) days following such termination of employment.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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