Sec Form 4 Filing - KAIROUZ HABIB @ ReachLocal Inc - 2012-08-06

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 KAIROUZ HABIB 2. Issuer Name and Ticker or Trading Symbol ReachLocal Inc [ RLOC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2012 (Street) NEW YORK, NY10019 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 08/06/2012 S 68,293 ( 1 ) D $ 12.7798 ( 2 ) 3,263,673 ( 3 ) ( 10 ) I See Footnote ( 3 ) ( 10 ) Common Stock 08/07/2012 S 181,707 ( 4 ) D $ 12.8145 ( 5 ) 3,081,966 ( 6 ) ( 10 ) I See Footnote ( 6 ) ( 10 ) Common Stock 08/08/2012 S 50,000 ( 7 ) D $ 12.8414 ( 8 ) 3,031,966 ( 9 ) ( 10 ) I See Footnote ( 9 ) ( 10 ) Common Stock 7,067 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 KAIROUZ HABIB 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY10019 X X Signatures /s/ Habib Kairouz 08/08/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Rho Ventures V, L.P. ("RV V") sold 62,781 shares and Rho Ventures V Affiliates, L.L.C. ("RV V Affiliates") sold 5,512 shares. ( 2 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $12.54 to $12.87 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 3 )Consists of 3,000,252 shares held by RV V and 263,421 shares held by RV V Affiliates ( 4 )RV V sold 167,041 shares and RV V Affiliates sold 14,666 shares. ( 5 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $12.59 to $12.90 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 6 )Consists of 2,833,211 shares held by RV V and 248,755 shares held by RV V Affiliates. ( 7 )RV V sold 45,964 shares and RV V Affiliates sold 4,036 shares. ( 8 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $12.775 to $12.90 per share. The reportingperson undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at eachseparate price. ( 9 )Consists of 2,787,247 shares held by RV V and 244,719 shares held by RV V Affiliates. ( 10 )The reporting person is a managing member of Rho Capital Partners LLC ("RCP LLC"). RCP LLC is the managing member of RMV V, L.L.C., which is the general partner of RV V and the managing member of RV V Affiliates. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

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 4(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).

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