Edgar Filing: Unterman Thomas

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 ^*

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)
04/14/2009

(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

$ 6.72 ⁽¹⁾

04/14/2009

2,500

04/14/2009⁽²⁾

⁽³⁾

Common Stock

372,023

$ 1,000

2,500

By Saints Rustic Canyon, L.P. ⁽⁴⁾

Series A Convertible Preferred Stock

$ 6.72 ⁽¹⁾

04/14/2009

2,500

04/14/2009⁽²⁾

⁽³⁾

Common Stock

372,023

$ 1,000

2,500

By Rustic Canyon Ventures III, L.P. ⁽⁵⁾

Reporting Owners

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

Signatures

/s/ Maria Valles, Attorney-in-Fact		04/16/2009
^**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)	The Series A Convertible Preferred Stock is initially convertible into the Issuer's common stock at a conversion price of $6.72 per share (as may be adjusted for stock dividends, stock splits or similar recapitalization).
(2)	The Series A Convertible Preferred Stock is convertible at any time, at the Holder's election.
(3)	The Series A Convertible Preferred Stock has no expiration date.
(4)	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.
(5)	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.

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