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*
Alberga David
(Last) (First) (Middle)
10182 TELESIS COURT
(Street)
SAN DIEGO CA 92121
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 11/15/2013 U 184,599 D (1) 0 I Alberga/Cernosia Revocable Declaration of Trust dated Oct. 26th, 2004(2)
Common Stock 10/10/2013 G(3) V 2,436 D $0 248,641 D
Common Stock 11/15/2013 U 219,119 D (1) 29,522 D
Common Stock 11/15/2013 D 29,522(4) D (5) 0 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 (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
Stock Option (right to buy) $1.96 11/15/2013 D 289,829 (6) 11/09/2016 Common Stock 289,829 $12.54 0 I Alberga/Cernosia Revocable Declaration of Trust dated Oct. 26th, 2004(2)
Stock Option (right to buy) $1.96 11/15/2013 D 355,650 (6) 09/06/2017 Common Stock 355,650 $12.54 0 D
Stock Option (right to buy) $1.96 11/15/2013 D 100,000 (6) 02/21/2018 Common Stock 100,000 $12.54 0 D
Stock Option (right to buy) $1.96 11/15/2013 D 158,966 (6) 08/22/2018 Common Stock 158,966 $12.54 0 D
Stock Option (right to buy) $1.96 11/15/2013 D 101,026 (6) 11/20/2018 Common Stock 101,026 $12.54 0 D
Stock Option (right to buy) $1.96 11/15/2013 D 20,920 (6) 01/20/2019 Common Stock 20,920 $12.54 0 D
Stock Option (right to buy) $1.96 11/15/2013 D 100,000 (6) 04/01/2019 Common Stock 100,000 $12.54 0 D
Stock Option (right to buy) $1.96 11/15/2013 D 48,980 (6) 03/05/2020 Common Stock 48,980 $12.54 0 D
Stock Option (right to buy) $7.88 11/15/2013 D 12,690 (6) 03/15/2021 Common Stock 12,690 $6.62 0 D
Stock Option (right to buy) $7.88 11/15/2013 D 297,310 (6) 03/15/2021 Common Stock 297,310 $6.62 0 I Alberga/Cernosia Revocable Declaration of Trust dated Oct. 26th, 2004(2)
Market Stock Option (right to buy) $13.06 11/15/2013 D 93,587 (7) 05/23/2022 Common Stock 93,587 $1.44 0 D
Explanation of Responses:
1. Per the terms of the Agreement and Plan of Merger dated September 28, 2013, by and among Athlaction Holdings, LLC, Athlaction Merger Sub, Inc. and The Active Network, Inc. (the "Merger Agreement"), each share of The Active Network, Inc. (the "Company") common stock was converted into the right to receive cash in an amount equal to $14.50 per share.
2. Mr. Alberga is the trustee of The Alberga/Cernosia Revocable Declaration of Trust dated October 26th, 2004 and has voting and dispositive power with respect to these shares. Mr. Alberga disclaims beneficial ownership except to the extent of his pecuniary interest therein.
3. The reporting person gifted 2,436 shares of the Company's common stock on October 10, 2013.
4. Represents restricted stock units previously reported under Table I.
5. Per the terms of the Merger Agreement, each restricted stock unit granted that was outstanding as of the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in an amount equal to $14.50 per share.
6. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time, whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Effective Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $14.50 over (y) the exercise price payable per share under each such stock option.
7. In connection with the merger, the market stock options were cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Effective Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $14.50 over (y) the exercise price payable per share under each such market stock option.
/s/ David Alberga 11/15/2013
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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