SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WALT DISNEY CO/

(Last) (First) (Middle)
500 SOUTH BUENA VISTA ST

(Street)
BURBANK CA 91521

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACTIVE NETWORK INC [ ACTV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2011
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/31/2011 C 9,646,735 A $0(1) 9,646,735 D(2)
Common Stock 05/31/2011 S 1,908,515(3) D $15 7,738,220 D(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series D Preferred Stock (4) 05/31/2011 C 2,481,406 (5) (5) Common Stock 2,481,406 $0.0000 0.0000 D
Series E Preferred Stock (4) 05/31/2011 C 1,899,929 (5) (5) Common Stock 1,899,929 $0.0000 0.0000 D
Series F Preferred Stock (4) 05/31/2011 C 5,265,400 (5) (5) Common Stock 5,265,400 $0.0000 0.0000 D
1. Name and Address of Reporting Person*
WALT DISNEY CO/

(Last) (First) (Middle)
500 SOUTH BUENA VISTA ST

(Street)
BURBANK CA 91521

(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*
ESPN Holding Company, Inc.

(Last) (First) (Middle)
77 WEST 66TH STREET

(Street)
NEW YORK NY 10023

(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*
DISNEY ENTERPRISES INC

(Last) (First) (Middle)
500 SOUTH BUENA VISTA STREET

(Street)
BURBANK CA 91521-

(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*
ABC Enterprises, Inc.

(Last) (First) (Middle)
500 SOUTH BUENA VISTA STREET

(Street)
BURBANK CA 91521

(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*
ABC, Inc.

(Last) (First) (Middle)
77 WEST 66TH STREET

(Street)
NEW YORK NY 10023-6298

(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*
ABC Holding CO Inc.

(Last) (First) (Middle)
500 SOUTH BUENA VISTA STREET

(Street)
BURBANK CA 91521

(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*
ESPN, Inc.

(Last) (First) (Middle)
ESPN PLAZA

(Street)
BRISTOL CT 06010-7454

(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*
ESPN Enterprises, Inc.

(Last) (First) (Middle)
ESPN PLAZA

(Street)
BRISTOL CT 06010-7454

(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*
ESPN Digital Media, Inc.

(Last) (First) (Middle)
605 THIRD AVENUE

(Street)
NEW YORK NY 10158-0180

(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*
INFOSEEK CORP /DE/

(Last) (First) (Middle)
1399 MOFFET PARK DR

(Street)
SUNNYVALE CA 94089

(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. The Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock converted into Active Network, Inc. common stock on a 1-for-1 basis.
2. 4,823,367 of such shares were owned directly by Starwave Corporation, which is a wholly owned subsidiary of Infoseek Corporation (2), which is a wholly owned subsidiary of The Walt Disney Company. 4,823,368 of such shares were owned directly by ESPN Digital Media, Inc., which is a wholly owned subsidiary of ESPN Enterprises, Inc., which is a wholly owned subsidiary of ESPN, Inc., which is a wholly owned subsidiary of ESPN Holding Company, Inc., which is a wholly owned subsidiary of ABC Holding Company, Inc., which is a wholly owned subsidiary of ABC, Inc., which is a wholly owned subsidiary of ABC Enterprises, Inc., which is a wholly owned subsidiary of Disney Enterprises, Inc., which is a wholly owned subsidiary of The Walt Disney Company.
3. 954,257 of such shares sold were sold by Starwave Corporation, and 954,258 of such shares sold were sold by ESPN Digital Media, Inc.
4. Converts at 1-for-1.
5. Each share of preferred stock was convertible into one share of common stock at any time at the option of the holder and converted automatically upon the closing of the sale of Active Network's common stock in a firm commitment, underwritten public offering in which certain conditions were met relating to the number of shares issued and the price at which shares are issued.
Remarks:
,Multiple Forms Submitted
Roger J. Patterson, Managing Vice President, Counsel and Assistant Secretary, The Walt Disney Company 06/01/2011
Marsha L. Reed, Assistant Secretary 06/01/2011
Marsha L. Reed, Vice President and Assistant Secretary 06/01/2011
Marsha L. Reed, Secretary 06/01/2011
Marsha L. Reed, Secretary 06/01/2011
Marsha L. Reed, Secretary 06/01/2011
Marsha L. Reed, Assistant Secretary 06/01/2011
Marsha L. Reed, Assistant Secretary 06/01/2011
Marsha L. Reed, Assistant Secretary 06/01/2011
Marsha L. Reed, Vice President and Secretary 06/01/2011
** Signature of Reporting Person Date
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