Vantagepoint Venture Associates Iii Form 4/A ReachLocal / Venture Associates 2006, L.L.C. VantagePoint ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

SALZMAN ALAN E

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ReachLocal Inc [ RLOC ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/21/2015

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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

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 Securities Underlying Derivative Security (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: 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
4.00% Convertible Secured Subordinated Notes	$5	12/17/2015		P		$778,673.79		12/17/2015	04/15/2018	Common Stock	60,975	$778,673.79	$778,673.79	I	See footnote(1)(2)(3)
4.00% Convertible Secured Subordinated Notes	$5	12/17/2015		P		$94,802.68		12/17/2015	04/15/2018	Common Stock	7,424	$94,802.68	$94,802.68	I	See footnote(1)(4)(5)
4.00% Convertible Secured Subordinated Notes	$5	12/17/2015		P		$3,369,732.8		12/17/2015	04/15/2018	Common Stock	263,870	$3,369,732.8	$3,369,732.8	I	See footnote(1)(6)(7)
4.00% Convertible Secured Subordinated Notes	$5	12/17/2015		P		$337,346.03		12/17/2015	04/15/2018	Common Stock	26,416	$337,346.03	$337,346.03	I	See footnote(1)(8)(9)
4.00% Convertible Secured Subordinated Notes	$5	12/17/2015		P		$12,275.81		12/17/2015	04/15/2018	Common Stock	961	$12,275.81	$12,275.81	I	See footnote(1)(10)(11)
4.00% Convertible Secured Subordinated Notes	$5	12/17/2015		P		$407,168.89		12/17/2015	04/15/2018	Common Stock	31,884	$407,168.89	$407,168.89	I	See footnote(1)(12)(13)

1. Name and Address of Reporting Person^*

SALZMAN ALAN E

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS III Q L P

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS III LP

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS IV Q LP

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vantagepoint Venture Partners 2006(Q)LP

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS IV LP

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE ASSOCIATES III LLC

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE ASSOCIATES IV LLC

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VantagePoint Venture Associates 2006, L.L.C.

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

Explanation of Responses:

1. This amendment reduces the number of shares issuable on conversion of the Notes as described in footnotes 2, 4, 6, 8, 10, 12 below and the Underlying Securities in Column 7 due to acquisition of beneficial ownership of shares as reported on a Form 4 filed the same date as this Amendment on March 31, 2016.

2. The number of shares issuable on conversion of all Notes is subject to a limit which varies over time depending on the Issuer's then-outstanding shares of Common Stock and any other acquisitions of beneficial ownership by a Reporting Owner during the preceding 12 months. Based on 30,070,750 shares outstanding on March 23, 2016, all of the Notes together when issued were convertible into a maximum of 391,530 shares. The Reporting Owner's Note when issued was convertible into a maximum of 60,975 shares.

3. These securities are directly held by VantagePoint Venture Partners III (Q), L.P. VantagePoint Venture Associates III, L.L.C. is the general partner of VantagePoint Venture Partners III (Q), L.P. VantagePoint Venture Associates III, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates III, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

4. The number of shares issuable on conversion of all Notes is subject to a limit which varies over time depending on the Issuer's then-outstanding shares of Common Stock and any other acquisitions of beneficial ownership by a Reporting Owner during the preceding 12 months. Based on 30,070,750 shares outstanding on March 23, 2016, all of the Notes together when issued were convertible into a maximum of 391,530 shares. The Reporting Owner's Note when issued was convertible into a maximum of 7,424 shares.

5. These securities are directly held by VantagePoint Venture Partners III, L.P. VantagePoint Venture Associates III, L.L.C. is the general partner of VantagePoint Venture Partners III, L.P. VantagePoint Venture Associates III, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates III, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

6. The number of shares issuable on conversion of all Notes is subject to a limit which varies over time depending on the Issuer's then-outstanding shares of Common Stock and any other acquisitions of beneficial ownership by a Reporting Owner during the preceding 12 months. Based on 30,070,750 shares outstanding on March 23, 2016, all of the Notes together when issued were convertible into a maximum of 391,530 shares. The Reporting Owner's Note when issued was convertible into a maximum of 263,870 shares.

7. These securities are directly held by VantagePoint Venture Partners IV (Q), L.P. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV (Q), L.P. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates IV, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

8. The number of shares issuable on conversion of all Notes is subject to a limit which varies over time depending on the Issuer's then-outstanding shares of Common Stock and any other acquisitions of beneficial ownership by a Reporting Owner during the preceding 12 months. Based on 30,070,750 shares outstanding on March 23, 2016, all of the Notes together when issued were convertible into a maximum of 391,530 shares. The Reporting Owner's Note when issued was convertible into a maximum of 26,416 shares.

9. These securities are directly held by VantagePoint Venture Partners IV, L.P. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV, L.P. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates IV, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

10. The number of shares issuable on conversion of all Notes is subject to a limit which varies over time depending on the Issuer's then-outstanding shares of Common Stock and any other acquisitions of beneficial ownership by a Reporting Owner during the preceding 12 months. Based on 30,070,750 shares outstanding on March 23, 2016, all of the Notes together when issued were convertible into a maximum of 391,530 shares. The Reporting Owner's Note when issued was convertible into a maximum of 961 shares.

11. These securities are directly held by VantagePoint Venture Partners IV Principals Fund, L.P. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV Principals Fund, L.P. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates IV, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

12. The number of shares issuable on conversion of all Notes is subject to a limit which varies over time depending on the Issuer's then-outstanding shares of Common Stock and any other acquisitions of beneficial ownership by a Reporting Owner during the preceding 12 months. Based on 30,070,750 shares outstanding on March 23, 2016, all of the Notes together when issued were convertible into a maximum of 391,530 shares. The Reporting Owner's Note when issued was convertible into a maximum of 31,884 shares.

13. These securities are directly held by VantagePoint Venture Partners 2006 (Q), L.P. VantagePoint Venture Associates 2006, L.L.C. is the general partner of VantagePoint Venture Partners 2006 (Q), L.P. VantagePoint Venture Associates 2006, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, a managing member of VantagePoint Venture Associates 2006, L.L.C., disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

	Alan E. Salzman	04/04/2016
	VantagePoint Venture Partners III (Q), L.P., By: VantagePoint Venture Associates III, L.L.C., By: Alan E. Salzman, Managing Member	04/04/2016
	VantagePoint Venture Partners III, L.P., By: VantagePoint Venture Associates III, L.L.C., By: Alan E. Salzman, Managing Member	04/04/2016
	VantagePoint Venture Partners IV (Q), L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	04/04/2016
	VantagePoint Venture Partners IV Principals Fund, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	04/04/2016
	VantagePoint Venture Partners 2006 (Q), L.P., By: VantagePoint Venture Associates 2006, L.L.C., By: Alan E. Salzman, Managing Member	04/04/2016
	VantagePoint Venture Partners IV, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	04/04/2016
	VantagePoint Venture Associates III, L.L.C., By: Alan E. Salzman, Managing Member	04/04/2016
	VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	04/04/2016
	VantagePoint Venture Associates 2006, L.L.C., By: Alan E. Salzman, Managing Member	04/04/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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