SEC Filing

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SEC FORM 3 SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Elicia Acquisition Corp.

(Last)

(First)

(Middle)

C/O IAC/INTERACTIVECORP

555 W. 18TH STREET

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

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

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

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 of Original Filed (Month/Day/Year)

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 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)

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-4 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,167,315	⁽¹⁾	I	IAC/InterActiveCorp⁽²⁾
Series B-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,863,813	⁽¹⁾	I	IAC/InterActiveCorp⁽²⁾
Series B-5 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	952,381	⁽¹⁾	I	IAC/InterActiveCorp⁽²⁾
Series B-6 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,625,243	⁽¹⁾	I	IAC/InterActiveCorp⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	245,481	⁽¹⁾	I	IAC/InterActiveCorp⁽²⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,461,018	⁽¹⁾	I	IAC/InterActiveCorp⁽²⁾

1. Name and Address of Reporting Person^*

Elicia Acquisition Corp.

(Last)

(First)

(Middle)

C/O IAC/INTERACTIVECORP

555 W. 18TH STREET

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IAC/INTERACTIVECORP

(Last)

(First)

(Middle)

555 W. 18TH STREET

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

Explanation of Responses:

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.

	See Signatures on Exhibit	05/24/2011
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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								EXHIBIT 99.1

			FORM 3 JOINT FILER INFORMATION


Name of Joint Filers:			Elicia Acquisition Corp.
					IAC/InterActiveCorp

Address of Joint Filers:		c/o IAC/InterActive Corp
555 W. 18th Street
New York, NY 10011

Designated Filer:			Elicia Acquisition Corp.

Issuer and Ticker Symbol:		The Active Network, Inc.  (ACTV)

Date of Event:				May 24, 2011



Signatures of Joint Filers

Elicia Acquisition Corp.


By: /s/ Tanya M. Stanich
Name: Tanya M. Stanich
Title: Vice President & Asst.
	Secretary


IAC/InterActiveCorp


By: /s/ Tanya M. Stanich
Name: Tanya M.Stanich
Title: Asst. Secretary