Edgar Filing: ACTIVE NETWORK INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Elicia Acquisition Corp.

2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2011

3. Issuer Name and Ticker or Trading Symbol
ACTIVE NETWORK INC [ACTV]

(Last)

(First)

(Middle)

C/O IAC/INTERACTIVECORP,Â 555 W. 18TH STREET

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10011

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-4 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,167,315	$ ⁽¹⁾	I	IAC/InterActiveCorp ⁽²⁾
Series B-3 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	4,863,813	$ ⁽¹⁾	I	IAC/InterActiveCorp ⁽²⁾
Series B-5 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	952,381	$ ⁽¹⁾	I	IAC/InterActiveCorp ⁽²⁾
Series B-6 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	5,625,243	$ ⁽¹⁾	I	IAC/InterActiveCorp ⁽²⁾
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	245,481	$ ⁽¹⁾	I	IAC/InterActiveCorp ⁽²⁾
Series F Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	3,461,018	$ ⁽¹⁾	I	IAC/InterActiveCorp ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Elicia Acquisition Corp. C/O IAC/INTERACTIVECORP 555 W. 18TH STREET NEW YORK,Â NYÂ 10011	Â	Â X	Â	Â
IAC/INTERACTIVECORP 555 W. 18TH STREET NEW YORK,Â NYÂ 10011	Â	Â X	Â	Â

Signatures

See Signatures on Exhibit		05/24/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Immediately prior to but contingent upon the closing of the initial public offering of the Issuer's Common Stock, all outstanding shares of Preferred Stock will be automatically converted, for no additional consideration, into shares of the Issuer's Common Stock.
(2)	Reporting Person is a wholly owned subsidiary of IAC/InterActiveCorp, which has sole voting and dispositve power of the securites reported herein.

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