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 * Unterman Thomas   2. Issuer Name and Ticker or Trading Symbol LoopNet, Inc. [LOOP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2425 OLYMPIC BLVD., SUITE 6050W 3. Date of Earliest Transaction (Month/Day/Year) 04/30/2012 (Street) SANTA MONICA, CA 90404 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) Code V Amount (A) or (D) Price Common Stock 04/30/2012   D   3,602,616 D (1) 0 I By Saints Rustic Canyon, L.P. (2) Common Stock 04/30/2012   D   372,023 D (1) 0 I By Saints Rustic Canyon, L.P. (2) Common Stock 04/30/2012   D   372,023 D (1) 0 I By Rustic Canyon Ventures III, L.P. (3)

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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

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(4)

05/22/2014

Common Stock

10,500

$ 0

0

D

Stock Option (Right to Buy)

$ 13.18

04/30/2012

D

10,500

05/29/2009(4)

05/28/2015

Common Stock

10,500

$ 0

0

D

Stock Option (Right to Buy)

$ 8.07

04/30/2012

D

10,500

05/28/2010(4)

05/27/2016

Common Stock

10,500

$ 0

0

D

Stock Option (Right to Buy)

$ 10.72

04/30/2012

D

10,500

05/11/2011(4)

05/10/2017

Common Stock

10,500

$ 0

0

D

Series A Convertible Preferred Stock

$ 6.72

04/30/2012

C

2,500

04/14/2009(5)

(6)

Common Stock

372,023

$ 1,000

0

I

By Saints Rustic Canyon, L.P. (2)

Series A Convertible Preferred Stock

$ 6.72

04/30/2012

C

2,500

04/14/2009(5)

(6)

Common Stock

372,023

$ 1,000

0

I

By Rustic Canyon Ventures III, L.P. (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Unterman Thomas 2425 OLYMPIC BLVD., SUITE 6050W SANTA MONICA, CA 90404	X

Signatures

/s/ Maria T. Valles, as Attorney-in-Fact		04/30/2012
**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)	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 reported securities are directly beneficially owned by Saints Rustic Canyon, L.P. ("SRCLP"). Saints Rustic Canyon, LLC ("SRCLLC") is the general partner of SRCLP. The Reporting Person is one of the managing members of SRCLLC. The Reporting Person disclaims beneficial ownership of the shares reported, except to the extent of his pecuniary interest therein.
(3)	The reported securities are directly beneficially owned by Rustic Canyon Ventures III, L.P. ("RCVIII"). Rustic Canyon GP III LLC ("RCGP") is the general partner of RCVIII. The Reporting Person is one of the managing members of RCGP. The Reporting Person disclaims beneficial ownership of the shares reported, except to the extent of his pecuniary interest therein.
(4)	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.
(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.

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