Edgar Filing: SMITH BRYAN D.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SMITH BRYAN D.

2. Issuer Name and Ticker or Trading Symbol
LoopNet, Inc. [LOOP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Sales and Service

(Last)

(First)

(Middle)

C/O LOOPNET, INC., 2100 E. ROUTE, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2011

(Street)

GLENDORA, CA 91740

4. If Amendment, Date Original Filed(Month/Day/Year)

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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/29/2011		F⁽¹⁾		1,751	D	$ 18.35	66,342	D
Common Stock	12/29/2011		F⁽¹⁾		876	D	$ 18.35	65,466	D
Common Stock	12/29/2011		F⁽¹⁾		2,918	D	$ 18.35	62,548	D
Common Stock	12/29/2011		F⁽¹⁾		5,252	D	$ 18.35	57,296	D
Common Stock	12/29/2011		F⁽¹⁾		12,254	D	$ 18.35	45,042	D
Common Stock	12/29/2011		A		42,000 ⁽²⁾	A	$ 0	87,042	D
Common Stock	12/29/2011		F⁽²⁾		19,606	D	$ 18.35	67,436	D
Common Stock	12/30/2011		M		25,000	A	$ 11.06	92,436	D
Common Stock	12/30/2011		F⁽³⁾		18,910	D	$ 18.35	73,526	D
Common Stock	12/30/2011		M		45,000	A	$ 7.26	118,526	D
Common Stock	12/30/2011		F⁽³⁾		30,502	D	$ 18.35	88,024	D
Common Stock	12/30/2011		M		25,000	A	$ 9.97	113,024	D
Common Stock	12/30/2011		F⁽³⁾		18,914	D	$ 18.35	94,110	D
Common Stock	12/30/2011		M		25,000	A	$ 11.13	119,110	D
Common Stock	12/30/2011		F⁽³⁾		19,757	D	$ 18.35	99,353	D
Common Stock	12/30/2011		M		15,000	A	$ 16.07	114,353	D
Common Stock	12/30/2011		F⁽³⁾		14,008	D	$ 18.35	100,345	D
Common Stock	12/30/2011		M		10,020	A	$ 4.075	110,365	D
Common Stock	12/30/2011		F⁽³⁾		5,865	D	$ 18.35	104,500	D
Common Stock	12/30/2011		M		15,000	A	$ 12.34	119,500	D
Common Stock	12/30/2011		F⁽³⁾		12,382	D	$ 18.35	107,118	D

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 11.06

12/30/2011

25,000 ⁽⁴⁾

02/09/2008

01/08/2015

Common Stock

25,000

$ 0

Stock Option (Right to Buy)

$ 7.26

12/30/2011

45,000 ⁽⁴⁾

03/13/2009

02/12/2016

Common Stock

45,000

$ 0

Stock Option (Right to Buy)

$ 9.97

12/30/2011

25,000 ⁽⁴⁾

03/11/2010

02/10/2017

Common Stock

25,000

$ 0

Stock Option (Right to Buy)

$ 11.13

12/30/2011

25,000 ⁽⁴⁾

10/01/2010

08/31/2017

Common Stock

25,000

$ 0

Stock Option (Right to Buy)

$ 16.07

12/30/2011

15,000 ⁽⁴⁾

04/21/2007

03/20/2014

Common Stock

15,000

$ 0

Stock Option (Right to Buy)

$ 4.075

12/30/2011

10,020 ⁽⁴⁾

02/20/2006

01/19/2016

Common Stock

10,020

$ 0

Stock Option (Right to Buy)

$ 12.34

12/30/2011

15,000 ⁽⁴⁾

10/18/2006

09/17/2013

Common Stock

15,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SMITH BRYAN D. C/O LOOPNET, INC. 2100 E. ROUTE, SUITE 200 GLENDORA, CA 91740			SVP, Sales and Service

Signatures

/s/ Maria T. Valles, as Attorney-in-Fact		01/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Pursuant to the approval by the Compensation Committee of the Issuer of the acceleration of the vesting of all unvested restricted stock units, all unvested restricted stock units are therefore fully vested as of the Transaction Date. The amount of restricted stock units withheld is based on the closing price of December 29, 2011.
(2)	75,000 performance based restricted stock units were granted by the Issuer on September 1, 2010. Pursuant to the approval by the Compensation Committee of the Issuer of the acceleration of the vesting of a portion of the unvested restricted stock units, 42,000 unvested restricted stock units are therefore fully vested as of the Transaction Date. The amount of restricted stock units withheld is based on the closing price of December 29, 2011.
(3)	Shares withheld by the Issuer in payment of the aggregate option exercise price and withholding tax liability incurred upon the above-reported exercise of options. The amount of shares withheld is based on the closing price on December 29, 2011.
(4)	Pursuant to the approval by the Compensation Committee of the Issuer of the acceleration of the vesting of all unvested shares, all shares are fully vested and exercisable as of the Transaction Date.

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