Motricity (MOTR) SC 13D/A MOTRICITY / TECHNOLOGY CROSSOVER MANAGEMENT V ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

Motricity, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

620107 10 2

(CUSIP Number)

Frederic D. Fenton
Technology Crossover Ventures
528 Ramona Street
Palo Alto, California 94301
Telephone: (650) 614-8200

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 4, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o

Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS

	ITEM 1. SECURITY AND ISSUER
	ITEM 2. IDENTITY AND BACKGROUND
	ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 4. PURPOSE OF TRANSACTION
	ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
	ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
	ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURE
EXHIBIT INDEX

1	NAMES OF REPORTING PERSONS: TCV V, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	DELAWARE
		7	SOLE VOTING POWER:
NUMBER OF			2,384,062 SHARES OF COMMON STOCK (A)
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0- SHARES OF COMMON STOCK
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,384,062 SHARES OF COMMON STOCK (A)
WITH		10	SHARED DISPOSITIVE POWER:
			-0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,384,062 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	5.82%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: TCV MEMBER FUND, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	CAYMAN ISLANDS
		7	SOLE VOTING POWER:
NUMBER OF			44,938 SHARES OF COMMON STOCK (A)
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0- SHARES OF COMMON STOCK
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			44,938 SHARES OF COMMON STOCK (A)
WITH		10	SHARED DISPOSITIVE POWER:
			-0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	44,938 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	Less than 1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: TECHNOLOGY CROSSOVER MANAGEMENT V, L.L.C. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	DELAWARE
		7	SOLE VOTING POWER:
NUMBER OF			2,429,000 SHARES OF COMMON STOCK (A)
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0- SHARES OF COMMON STOCK
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,429,000 SHARES OF COMMON STOCK (A)
WITH		10	SHARED DISPOSITIVE POWER:
			-0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,429,000 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	5.93%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: JAY C. HOAG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	UNITED STATES CITIZEN
		7	SOLE VOTING POWER:
NUMBER OF			-0- SHARES OF COMMON STOCK
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,429,000 SHARES OF COMMON STOCK (A)
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0- SHARES OF COMMON STOCK
WITH		10	SHARED DISPOSITIVE POWER:
			2,429,000 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,429,000 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	5.93%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: RICHARD H. KIMBALL I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	UNITED STATES CITIZEN
		7	SOLE VOTING POWER:
NUMBER OF			-0- SHARES OF COMMON STOCK
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,429,000 SHARES OF COMMON STOCK (A)
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0- SHARES OF COMMON STOCK
WITH		10	SHARED DISPOSITIVE POWER:
			2,429,000 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,429,000 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	5.93%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: JOHN L. DREW I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	UNITED STATES CITIZEN
		7	SOLE VOTING POWER:
NUMBER OF			-0- SHARES OF COMMON STOCK
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,429,000 SHARES OF COMMON STOCK (A)
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0- SHARES OF COMMON STOCK
WITH		10	SHARED DISPOSITIVE POWER:
			2,429,000 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,429,000 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	5.93%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: JON Q. REYNOLDS, JR. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	UNITED STATES CITIZEN
		7	SOLE VOTING POWER:
NUMBER OF			-0- SHARES OF COMMON STOCK
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,429,000 SHARES OF COMMON STOCK (A)
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0- SHARES OF COMMON STOCK
WITH		10	SHARED DISPOSITIVE POWER:
			2,429,000 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,429,000 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	5.93%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: WILLIAM J.G. GRIFFITH IV I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	UNITED STATES CITIZEN
		7	SOLE VOTING POWER:
NUMBER OF			-0- SHARES OF COMMON STOCK
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,429,000 SHARES OF COMMON STOCK (A)
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0- SHARES OF COMMON STOCK
WITH		10	SHARED DISPOSITIVE POWER:
			2,429,000 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,429,000 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	5.93%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

(A) Please see Item 5.

ITEM 1. SECURITY AND ISSUER.

This statement relates to shares of Common Stock, $0.001 par value per share (the “Common Stock”), of Motricity, Inc, a Delaware corporation (“Motricity” or the “Company”). The Company’s principal executive offices are located at 601 108 th Avenue NE, Suite 900, Bellevue, Washington 98004.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(c), (f). This statement is being filed by (1) TCV V, L.P., a Delaware limited partnership (“TCV V”), (2) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund”), (3) Technology Crossover Management V, L.L.C., a Delaware limited liability company (“Management V”), (4) Jay C. Hoag (“Mr. Hoag”), (5) Richard H. Kimball (“Mr. Kimball”), (6) John L. Drew (“Mr. Drew”), (7) Jon Q. Reynolds, Jr. (“Mr. Reynolds”), and (8) William J.G. Griffith IV (“Mr. Griffith”) (Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds and Mr. Griffith are collectively referred to as the “Members”). TCV V, Member Fund, Management V and the Members are sometimes collectively referred to herein as the “Reporting Persons”. The agreement among the Reporting Persons relating to the joint filing of this statement is incorporated herein by reference as Exhibit 1 hereto.

TCV V, Member Fund and Management V are each principally engaged in the business of investing in securities of privately and publicly held companies. Management V is the sole general partner of TCV V and a general partner of Member Fund. The address of the principal business and office of each of the TCV V, Member Fund and Management V is 528 Ramona Street, Palo Alto, California 94301.

Each of the Members is (i) a Class A Member of Management V and (ii) a limited partner of Member Fund. The Members are each United States citizens and the present principal occupation of each is as a venture capital investor. The business address of each Member is 528 Ramona Street, Palo Alto, California 94301.

(d), (e). During the last five years, none of the Reporting Persons has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Not applicable.

ITEM 4. PURPOSE OF TRANSACTION.

Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock in the open market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended, in privately negotiated transactions or otherwise and/or retain and/or sell or otherwise dispose of all or a portion of their shares in the open market, through transactions registered under the Securities Act, through privately negotiated transactions or through distributions to their respective partners or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to these factors, the Reporting Persons are continuing to evaluate sales or dispositions of additional shares of Common Stock in the short term, which may result in the sale or disposition of all or any portion of such shares or the Reporting Persons no longer owning five percent (5%) of the Common Stock of the Company.

Except as set forth above and as set forth in the Reporting Persons’ initial statement on Schedule 13D with respect to the Company’s securities, filed on June 28, 2010, as amended on January 14, 2011 (the “Original 13D”) (which is incorporated by reference herein), the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a), (b). As of the close of business on February 7, 2011, TCV V, Member Fund, Management V and the Members beneficially owned directly and/or indirectly the following shares of the Company’s Common Stock:

				Percentage of Outstanding
Name of Investor	Number of Total Shares			Shares(*)
TCV V		2,384,062			5.82	%
Member Fund		44,938		Less than 1		%
Management V		2,429,000	(**)		5.93	%
Mr. Hoag		2,429,000	(**)		5.93	%
Mr. Kimball		2,429,000	(**)		5.93	%
Mr. Drew		2,429,000	(**)		5.93	%
Mr. Reynolds		2,429,000	(**)		5.93	%
Mr. Griffith		2,429,000	(**)		5.93	%

(*)	All percentages in this table are based on 40,945,305 shares of Common Stock of the Company outstanding as of December 17, 2010, as reported in the Company’s Form S-1 Registration Statement dated December 23, 2010, as filed by the Company with the Securities and Exchange Commission on December 23, 2010.
(**)	Certain Reporting Persons disclaim beneficial ownership as set forth below.

Each of TCV V and Member Fund (the “TCV Funds”) has the sole power to dispose or direct the disposition of the shares held by the TCV Funds and has the sole power to direct the voting of its respective shares held by the TCV Funds. Management V, as the general partner of TCV V and a general partner of Member Fund, may also be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV Funds and have the sole power to direct the vote of the shares held by the TCV Funds. Management V disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Each of the Members is (i) a Class A member of Management V and (ii) a limited partner of Member Fund. Under the operating agreement of Management V, the Members have the shared power to dispose or direct the disposition of the shares held by the TCV Funds and the shared power to direct the vote of the shares held by the TCV Funds. Each of the Members disclaims beneficial ownership of the securities owned by the TCV Funds except to the extent of their pecuniary interest therein.

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

Except as set forth in this Item 5(a) — (b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.

(c). Between January 27, 2011 and February 4, 2011, the TCV Funds sold an aggregate of 531,178 shares of the Company’s Common Stock in the amounts and at the prices listed below in open market transactions:

			Aggregate Number of
Name of Seller	Date of Sale		Shares Sold		Per Share Selling Price
TCV V		1/27/2011		88,433	$	20.0041	(1)
Member Fund		1/27/2011		1,667	$	20.0041	(1)
TCV V		1/28/2011		785	$	20.0000
Member Fund		1/28/2011		15	$	20.0000
TCV V		1/31/2011		1,472	$	20.0000
Member Fund		1/31/2011		28	$	20.0000
TCV V		2/1/2011		5,104	$	19.8367	(2)
Member Fund		2/1/2011		96	$	19.8367	(2)
TCV V		2/2/2011		214,163	$	19.7860	(3)
Member Fund		2/2/2011		4,037	$	19.7860	(3)
TCV V		2/3/2011		90,298	$	19.7126	(4)
Member Fund		2/3/2011		1,702	$	19.7126	(4)
TCV V		2/4/2011		121,095	$	20.0488	(5)
Member Fund		2/4/2011		2,283	$	20.0488	(5)

(1)	This number represents the weighted average selling price per share for the shares sold. The shares were sold at prices ranging from $20.0000 to $20.0200 per share.
(2)	This number represents the weighted average selling price per share for the shares sold. The shares were sold at prices ranging from $19.7750 to $19.9150 per share.
(3)	This number represents the weighted average selling price per share for the shares sold. The shares were sold at prices ranging from $19.7000 to $19.9200 per share.
(4)	This number represents the weighted average selling price per share for the shares sold. The shares were sold at prices ranging from $19.7000 to $19.7900 per share.
(5)	This number represents the weighted average selling price per share for the shares sold. The shares were sold at prices ranging from $20.0000 to $20.1700 per share.

(d). Not applicable.

(e). Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Except as set forth herein and as set forth in the Reporting Persons’ Original 13D (which is incorporated by reference herein), none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 Joint Filing Agreement (incorporated by referenced from Exhibit 1 to Schedule 13D relating to the Common Stock of Motricity, Inc. filed on June 28, 2010)

Exhibit 2 Amended and Restated Registration Rights Agreement dated October 15, 2007 (incorporated by referenced from Exhibit 4.2 to Motricity, Inc.’s Registration Statement on Form S-1 filed on January 22, 2010)

Exhibit 3 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009)

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2011

TCV V, L.P.
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
TCV MEMBER FUND, L.P.
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
TECHNOLOGY CROSSOVER MANAGEMENT V, L.L.C.
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
JAY C. HOAG
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
RICHARD H. KIMBALL
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
JOHN L. DREW
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
JON Q. REYNOLDS JR.
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

WILLIAM J. G. GRIFFITH IV
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement (incorporated by referenced from Exhibit 1 to Schedule 13D relating to the Common Stock of Motricity, Inc. filed on June 28, 2010)

Exhibit 2 Amended and Restated Registration Rights Agreement dated October 15, 2007 (incorporated by referenced from Exhibit 4.2 to Motricity, Inc.’s Registration Statement on Form S-1 filed on January 22, 2010)

Exhibit 3 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009)