Sec Form 4 Filing - GREEN L STEPHEN @ ACTIVE NETWORK INC - 2012-08-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
GREEN L STEPHEN
2. Issuer Name and Ticker or Trading Symbol
ACTIVE NETWORK INC [ ACTV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CANAAN PARTNERS, 285 RIVERSIDE AVENUE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
08/27/2012
(Street)
WESTPORT, CT06880
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 08/27/2012 S 60,000 ( 1 ) D $ 11.0647 ( 2 ) 3,429,025 ( 3 ) I See footnotes ( 4 ) ( 5 ) ( 6 )
Common Stock 08/28/2012 S 40,000 ( 7 ) D $ 11.016 ( 8 ) 3,389,025 ( 9 ) I See footnotes ( 4 ) ( 5 ) ( 6 )
Common Stock 23,546 D
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
GREEN L STEPHEN
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250
WESTPORT, CT06880
X
Signatures
/s/ Jaime Slocum, Attorney-in-fact 08/29/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 1,632 shares held by Canaan Equity II Entrepreneurs, LLC, 20,551 shares held by Canaan Equity II, L.P., 9,193 shares held by Canaan Equity II, L.P. (QP), 1,031 shares held by Canaan Equity III Entrepreneurs, LLC and 27,593 shares held by Canaan Equity III, L.P.
( 2 )The prices reported for this transaction range from $11 to $11.18; the reporting person hereby agrees to provide, upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 3 )Consists of 80,505 shares held by Canaan Equity II Entrepreneurs LLC, 1,014,081 shares held by Canaan Equity II L.P., 453,627 shares held by Canaan Equity II L.P. (QP), 50,848 shares held by Canaan Equity III Entrepreneurs LLC, 1,361,648 shares held by Canaan Equity III L.P. and 468,316 shares held by Canaan VII L.P.
( 4 )Mr. Green, John V. Balen, Deepak Kamra, Gregory Kopchinsky, Guy M. Russo, Eric A. Young (the "Canaan II Individuals"), Charmers Landing LLC ("Charmers"), Stonehenge LLC ("Stonehenge") and Waubeeka LLC ("Waubeeka") are managers of Canaan Equity Partners II LLC which is (a) the sole Manager of Canaan Equity II Entrepreneurs LLC and (b) the sole General Partner of each of Canaan Equity II L.P and Canaan Equity II L.P. (QP). The sole managers of Charmers, Stonehenge and Waubeeka are Mr. Green, Mr. Kopchinsky and Mr. Russo, respectively. Such individuals may be deemed to have shared voting, investment and dispositive power with respect to shares held of record by Canaan Equity II Entrepreneurs LLC, Canaan Equity II, L.P., and Canaan Equity II, L.P. (QP), but disclaim beneficial ownership of all shares except to the extent of any pecuniary interest therein.
( 5 )Mr. Green, John V. Balen, Deepak Kamra, Gregory Kopchinsky, Seth A. Rudnick, Guy M. Russo, and Eric A. Young are Managers of Canaan Equity Partners III LLC which is (a) the sole Manager of Canaan Equity III Entrepreneurs LLC and (b) the sole General Partner of Canaan Equity III L.P. Such individuals may be deemed to have shared voting, investment and dispositive power with respect to shares held of record by Canaan Equity III, L.P. and Canaan Equity III Entrepreneurs LLC, but disclaim beneficial ownership of all shares except to the extent of any pecuniary interest therein.
( 6 )Brenton K. Ahrens, John V. Balen, Maha S. Ibrahim, Deepak Kamra, Gregory Kopchinsky, Seth A. Rudnick, Guy M. Russo, Eric A. Young, Wende Hutton and Stephen Bloch are Managers of Canaan Partners VII LLC which is the sole General Partner of Canaan VII L.P. Such individuals may be deemed to have shared voting, investment and dispositive power with respect to shares held of record by Canaan VII L.P., but disclaim beneficial ownership of all shares except to the extent of any pecuniary interest therein. Mr. Green is not a member or manager of Canaan Partners VII LLC and does not have a pecuniary interest in the shares held by Canaan VII L.P.
( 7 )Consists of 1,088 shares held by Canaan Equity II Entrepreneurs, LLC, 13,700 shares held by Canaan Equity II, L.P., 6,128 shares held by Canaan Equity II, L.P. (QP), 688 shares held by Canaan Equity III Entrepreneurs, LLC and 18,396 shares held by Canaan Equity III, L.P.
( 8 )The prices reported for this transaction range from $10.99 to $11.13; the reporting person hereby agrees to provide, upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 9 )Consists of 79,417 shares held by Canaan Equity II Entrepreneurs LLC, 1,000,381 shares held by Canaan Equity II L.P., 447,499 shares held by Canaan Equity II L.P. (QP), 50,160 shares held by Canaan Equity III Entrepreneurs LLC, 1,343,252 shares held by Canaan Equity III L.P. and 468,316 shares held by Canaan VII L.P.

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