SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2011

3. Issuer Name and Ticker or Trading Symbol
ACTIVE NETWORK INC [ ACTV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B-6 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,428,810	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,895,519	⁽¹⁾	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	913,175	⁽¹⁾	I	See footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,875,705	⁽¹⁾	I	See footnotes⁽³⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	820,163	⁽¹⁾	I	See footnotes⁽³⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾
Stock Option (Rignt to Buy)	03/24/2011⁽¹⁰⁾	03/24/2021	Common Stock	46,000	$7.88	D
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	12,112	⁽¹⁾	D
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	11,434	⁽¹⁾	D

1. Name and Address of Reporting Person^*

GREEN L STEPHEN

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BALEN JOHN V

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DEEPAK KAMRA

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KOPCHINSKY GREGORY

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RUSSO GUY M

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

YOUNG ERIC A

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Charmers Landing LLC

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Stonehenge LLC

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Waubeeka LLC

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RUDNICK SETH

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTFORD

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately prior to but contingent upon the closing of the initial public offering of the Issuer's Common Stock, all outstanding shares of Preferred Stock will be automatically converted, for no additional consideration, into shares of the Issuer's Common Stock.

2. Consists of 74,298 shares held by Canaan Equity II Entrepreneurs LLC, 935,871 shares held by Canaan Equity II L.P. and 418,641 shares held by Canaan Equity II L.P. (QP).

3. John V. Balen, Stephen L. Green, Deepak Karma, 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. The Canaan II Individuals may be deemed to have shared voting, investment and dispositive power with respect to these shares, but disclaim beneficial ownership of all shares except to the extent of any pecuniary interest therein.

4. Consists of 16,427 shares held by Canaan Equity II Entrepreneurs LLC, 206,927 shares held by Canaan Equity II L.P., 92,564 shares held by Canaan Equity II L.P. (QP), 56,865 shares held by Canaan Equity III Entrepreneurs LLC and 1,522,736 shares held by Canaan Equity III L.P.

5. John V. Balen, Stephen L. Green, Deepak Karma, 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 these shares, but disclaim beneficial ownership of all shares except to the extent of any pecuniary interest therein.

6. Consists of 24,921 shares held by Canaan Equity II Entrepreneurs LLC, 313,921 shares held by Canaan Equity II L.P., 140,425 shares held by Canaan Equity II L.P. (QP), 15,620 shares held by Canaan Equity III Entrepreneurs LLC and 418,288 shares held by Canaan Equity III L.P.

7. Consists of 7,410 shares held by Canaan Equity II Entrepreneurs LLC, 93,334 shares held by Canaan Equity II L.P., 41,751 shares held by Canaan Equity II L.P. (QP), 5,130 shares held by Canaan Equity III Entrepreneurs LLC, 137,365 shares held by Canaan Equity III L.P. and 1,590,715 shares held by Canaan VII L.P.

8. Brenton K. Ahrens, John V. Balen, Maha S. Ibrahim, Deepak Karma, 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 these shares, but disclaim beneficial ownership of all shares except to the extent of any pecuniary interest therein. Mr. Green is a member of Canaan Partners VII LLC, does not have voting or dispositive power over the shares held by Canaan VII L.P., and disclaims beneficial ownership of the shares held by Canaan VII L.P. except to the extent of his pecuniary interest therein.

9. Consists of 1,801 shares held by Canaan Equity II Entrepreneurs LLC, 22,695 shares held by Canaan Equity II L.P., 10,152 shares held by Canaan Equity II L.P. (QP), 1,247 shares held by Canaan Equity III Entrepreneurs LLC, 33,402 shares held by Canaan Equity III L.P. and 750,866 shares held by Canaan VII L.P.

10. The options are immediately exercisable, but shares purchased under such option are subject to repurchase by the Issuer at the option exercise price upon Mr. Green's termination of service to the Issuer prior to vesting of these shares. 33% of the option shares vest on the first annual anniversary of such date with the remaining option shares vesting in 24 equal monthly installments thereafter.

Remarks:

This filing is the second of three Form 3s filed by the joint filers. Multiple forms are required because there are more than ten joint filers. Exhibit List: Exhibit 24 - Powers of Attorney Exhibit 99.1 - Signatures of joint filers

	See Signatures on Exhibit	05/24/2011
	** Signature of Reporting Person	Date
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 5 (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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