Sec Form 13D Filing - NORWEST VENTURE PARTNERS X L P filing for Meet Group Inc. (MEET) - 2013-08-27

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)*

MeetMe, Inc. (formerly Quepasa Corporation)

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

585141104 (formerly 74833W206)

(CUSIP Number)

William A. Myers

General Counsel

Norwest Venture Partners

525 University Avenue

Palo Alto, CA 94301

(650) 321-8000

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

July 25, 2013

(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.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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).

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Introductory Note: This Amendment No. 2 to Schedule 13D is being filed on behalf of Norwest Venture Partners X, L.P., a limited partnership organized under the laws of the State of Delaware (“NVP X”), Genesis VC Partners X, LLC, a limited liability company organized under the State of Delaware (“Genesis X”), NVP Associates, LLC, a limited liability company organized under the laws of the State of Delaware (“NVP”), and Wells Fargo & Company, a corporation organized under the laws of Delaware and a financial holding company and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“Wells Fargo” and collectively with NVP X, Genesis X, and NVP, the “Reporting Persons”) in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of MeetMe, Inc. (the “Company”). On December 6, 2011, the Company changed its legal domicile to Delaware; and, effective June 1, 2012, the Company changed its name from Quepasa Corporation (CUSIP Number 74833W206) to MeetMe, Inc . (CUSIP Number 585141104). This Amendment No. 2 supplements and amends the Schedule 13D originally filed by NVP X, Genesis X and certain individuals on November 23, 2011 (the “Schedule 13D”) relating to Quepasa Corporation (CUSIP Number 74833W201), as amended by Amendment No. 1 filed by NVP X, Genesis X, NVP and Wells Fargo on April 2, 2012. Only those items that are hereby reported are amended; all other items remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Schedule 13D.

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety with the following:

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of MeetMe, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 100 Union Square Drive, New Hope, PA 18938.

Item 5. Interest in Securities of the Issuer.

Item 5 (a) and (b).

Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated in their entirety with the following:

Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person.

Item 5(c).

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety with the following:

On June 26, 2013, NVP X distributed to its partners 1,000,000 shares of Common Stock of the Company.

On July 11, 2013, NVP X distributed to its partners 1,000,000 shares of Common Stock of the Company.

On July 25, 201, NVP X distributed to its partners 1,306,189 shares of Common Stock of the Company

As a result of the foregoing transactions, NVP X has distributed to its partners all shares previously beneficially owned by the Reporting Persons.

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SIGNATURES

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.

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