Sec Form 4 Filing - Rho Ventures V, L.P. @ ReachLocal Inc - 2012-11-28

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
Rho Ventures V, L.P.
2. Issuer Name and Ticker or Trading Symbol
ReachLocal Inc [ RLOC]
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)
152 WEST 57TH STREET, 23RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/28/2012
(Street)
NEW YORK, NY10019
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 11/28/2012 S 275,000 ( 1 ) D $ 11.1617 2,756,966 ( 2 ) ( 3 ) I See Footnote ( 2 ) ( 3 )
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
Rho Ventures V, L.P.
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
Rho Ventures V Affiliates, LLC
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
RMV V, L.L.C.
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
Rho Capital Partners LLC
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
LESCHLY MARK
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
RUCH JOSHUA
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Jeffrey I. Martin Atty In Fact 11/30/2012
Signature of Reporting Person Date
/s Jeffrey I. Martin Attorney in fact 11/30/2012
Signature of Reporting Person Date
/s/ Jeffrey I. Martin Attorney In Fact 11/30/2012
Signature of Reporting Person Date
s/ Jeffrey I. Martin Atty In Fact 11/30/2012
Signature of Reporting Person Date
/ s/ Jeffrey I. Martin, Attorney in fact 11/30/2012
Signature of Reporting Person Date
s/ Jeffrey I. Martin Attorney-In-Fact 11/30/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Rho Ventures V, L.P. ("RV V") sold 252,804 shares and Rho Ventures V Affiliates, L.L.C. ("RV V Affiliates") sold 22,196 shares.
( 2 )Consists of 2,534,443 shares held by RV V and 222,523 shares held by RV V Affiliates.
( 3 )RMV V, L.L.C. ("RMV") is the general partner of RV V and the managing member of RV V Affiliates. Rho Capital Partners LLC ("RCP LLC") is the managing member of RMV. Each of RMV and RCP LLC disclaim beneficial ownership of the reportable securities and this report shall not be deemed an admission that RMV or RCP LLC is the beneficial owner of such securities, except to the extent of its pecuniary interest therein. Mark Leschly and Joshua Ruch are managing members of RCP LLC. Each of Mark Leschly and Joshua Ruch disclaim beneficial ownership of the reportable securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities, except to the extent of his pecuniary interest therein.

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