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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 | ||||||||
Series B Convertible Participating Preferred Stock | $ 4.2 (1) | 09/15/2009 | J(2) | 991.36 | 09/15/2009 | 11/29/2012(3) | Common Stock | 236,037 (4) | $ 0 (2) | 114,289.6 | I | By Elevation Ptrs LP (6) | |||
Series B Convertible Preferred Participating Stock | $ 4.2 (1) | 09/15/2009 | J(2) | 0.22 | 09/15/2009 | 11/29/2012(3) | Common Stock | 51 (4) | $ 0 (2) | 25.15 | I | By Elevation Emp Side Fund (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McNamee Roger 2800 SAND HILL ROAD SUITE 160 MENLO PARK, CA 94025 |
X |
/s/Tracy Hogan, Attorney-in-Fact for Roger McNamee | 09/15/2009 | |
**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) | Subject to anti-dilution adjustment pursuant to the terms of the Series B Convertible Participating Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), of Move, Inc. |
(2) | These are shares that have been issued as a quarterly in-kind dividend in accordance with the terms of the Series B Preferred Stock. |
(3) | The Series B Preferred Stock is mandatorily redeemable on the seventh anniversary of the original issuance date. The Series B Preferred Stock is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. |
(4) | This is the number of shares of common stock, par value $0.001 per share ("Issuer Common Stock"), of Move, Inc. issuable upon conversion with respect to the amount in column 5 as of the date of this filing. Pursuant to the terms of the Series B Preferred Stock, no fractional shares of Issuer Common Stock will be issued upon conversion of the Series B Preferred Stock. Fractional shares of Series B Preferred Stock will, however, be issued with respect to any quarterly in-kind dividends on the Series B Preferred Stock. |
(5) | These securities are held by Elevation Employee Side Fund, LLC ("Side Fund"). Mr. McNamee is a manager of Elevation Management, LLC which is the sole managing member of Side Fund. Mr. McNamee disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in his distributive share therein. |
(6) | These securities are held by Elevation Partners, L.P. ("Elevation Partners"). Mr. McNamee is a manager of Elevation Associates, LLC which is the sole general partner of Elevation Associates, L.P. ("Elevation GP"). Elevation GP is the sole general partner of Elevation Partners. Mr. McNamee disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in his distributive share therein. |