SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

The Active Network, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

00506D 100

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 



 

CUSIP No. 00506D 100

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Elicia Acquisition Corp. (IRS Identification No. 02-591181)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
State of
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
4,600,052

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
4,600,052

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,600,052

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.2%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2



 

CUSIP No. 00506D 100

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

IAC/InterActiveCorp (IRS Identification No. 59-2712887)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
State of
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
4,600,052

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
4,600,052

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,600,052

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.2%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

3



 

Item 1.

 

(a)

Name of Issuer

The Active Network, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

10182 Telesis Court, Suite 100
San Diego, California 92121

 

Item 2.

 

(a)

Name of Person Filing

IAC/InterActiveCorp and Elicia Acquisition Corp., a wholly-owned subsidiary of IAC/InterActiveCorp.  Each of the entities named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

 

(b)

Address of Principal Business Office or, if none, Residence

Elicia Acquisition Corp.

c/o IAC/InterActiveCorp

555 W. 18th  Street

New York, NY 10011

 

IAC/InterActiveCorp

555 W. 18th  Street

New York, NY 10011

 

(c)

Citizenship

Both Reporting Persons are corporations organized under the laws of the State of Delaware.

 

(d)

Title of Class of Securities

Common Stock, $0.001 par value per share

 

(e)

CUSIP Number

00506D 100

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

 

 

If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: _______________________________.

 

Not  Applicable.

 

4



 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

4,600,052

 

(b)

Percent of class:   

8.2%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

4,600,052

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

4,600,052

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

5



 

Item 10.

Certification

 

Not Applicable.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

Date

February 14, 2012

 

 

 

 

 

 

 

Elicia Acquisition Corp.

 

 

 

 

 

 

By:

/s/ Joanne Hawkins

 

Name:

Joanne Hawkins

 

Title:

Secretary

 

 

 

 

 

 

 

IAC/InterActiveCorp

 

 

 

 

 

 

By:

/s/ Joanne Hawkins

 

Name:

Joanne Hawkins

 

Title:

SVP and Deputy General Counsel

 

6



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Exhibit

99.1

 

Joint Filing Agreement dated February 14, 2012

 

7


Exhibit 99.1

 

AGREEMENT

 

WHEREAS, the undersigned are beneficial owners, as determined pursuant to Rule 13d-3 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, of certain shares of Common Stock, par value $0.001, of The Active Network, Inc.

 

NOW, THEREFORE:

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, this Agreement has been signed by the undersigned as of the 14th day of February, 2012.

 

 

 

Elicia Acquisition Corp.

 

 

 

 

 

 

 

By:

/s/ Joanne Hawkins

 

Name:

Joanne Hawkins

 

Title:

Secretary

 

 

 

 

 

 

 

IAC/InterActiveCorp

 

 

 

 

 

 

By:

/s/ Joanne Hawkins

 

Name:

Joanne Hawkins

 

Title:

SVP and Deputy General Counsel

 

1