Sec Form 3 Filing - Presidio Management Group IX, L.L.C. @ QUEPASA CORP - 2011-11-10

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Presidio Management Group IX, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
QUEPASA CORP [ QPSA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2735 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2011
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock ( 1 ) 4,012,003 I Directly owned by USVP IX ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Presidio Management Group IX, L.L.C.
273 5 SAND HILL ROAD
MENLO PARK, CA94025
X
FEDERMAN IRWIN
2735 SAND HILL ROAD
MENLO PARK, CA94025
X
FU WINSTON S
2735 SAND HILL ROAD
MENLO PARK, CA94025
X
KRAUSZ STEVEN M
2735 SAND HILL ROAD
MENLO PARK, CA94025
X
LIDDLE DAVID E
2735 SAND HILL ROAD
MENLO PARK, CA94025
X
Matteucci Paul A
2735 SAND HILL ROAD
MENLO PARK, CA94025
X
ROOT JONATHAN D
2735 SAND HILL ROAD
MENLO PARK, CA94025
X
Rust Christopher J
2735 SAND HILL ROAD
MENLO PARK, CA94025
X
Tansey Casey M
2735 SAND HILL ROAD
MENLO PARK, CA94025
X
YOUNG PHILIP M
2735 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
Michael P. Maher 11/16/2011
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 10, 2011, the Issuer's wholly-owned subsidiary merged with Insider Guides, Inc., a privately-held Delaware corporation, doing business as "myYearbook". Holders of Insider Guides securities received cash and shares of the issuer's common stock as merger consideration. U.S. Venture Partners IX, L.P. a former holder of Insider Guides, Inc. Preferred Shares received cash and common stock of Issuer in exchange of these Preferred Shares. The cash and common shares received were based on the Issuer's average closing share price of $3.938, which was based on the average Issuer's closing price for the twenty days immediately preceeding the merger. The closing price of the Issuer's common stock on November 10, 2011 was $4.08.
( 2 )This report is one of two reports each on a separate Form 3; however, these forms are related to the same transaction being filed by the reporting persons. Presidio Management Group IX, LLC ("PMG IX") is the general partner of US Venture Partners IX, L.P. ("USVP IX") and Irwin Federman, Winston S. Fu, Steven M. Krausz, David E. Liddle, Paul A Matteucci, Jonathan D. Root, Christopher J. Rust, Casey M. Tansey, and Philip M. Young, the managing members of PMG IX, may be deemed to share voting and dispositive power over the shares held by USVP IX. Such persons and entities disclaim beneficial ownership of shares held by USVP IX, except to the extent of any proportionate pecuniary interest therein.

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