Please Note: Blog posts are not selected, edited or screened by Seeking Alpha editors.

Looksmart - BENEFICIAL OWNERS & MANAGEMENT & RELATED STOCKHOLDERS

As per the Co's latest amended annual Report.

***********

10-K/A  amended annual report  05/02/11  190.8 KB View HTML View PDF View XLS  


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

To the Company’s knowledge, the following table sets forth the number of shares of LookSmart common stock beneficially owned as of April 15, 2011,
by

 

   

each beneficial owner of 5% or more of the Company’s outstanding common stock,

 

   

each of LookSmart’s directors and nominees for director,

 

   

each of the named executive officers, and

 

   

all of LookSmart’s directors and executive officers as a group.

Except as otherwise indicated below and subject to applicable community property laws, each owner has sole voting and sole investment powers with respect to the stock issued. Shares beneficially owned include securities issuable upon exercise of warrants or stock options exercisable within 60 days of April 15, 2011. Percentage ownership is based on 17,272,070 shares of common stock outstanding as of April 15, 2011 and is computed in accordance with SEC requirements. Unless otherwise indicated below, the address of the persons listed is c/o LookSmart, Ltd., 55 Second Street, San Francisco, CA 94105.

 

                 

Name and Address of Beneficial Owner

   Shares
Beneficially
Owned(1)
     Percent
Beneficially
Owned
 

Five Percent Shareholders

                 

Mercury Fund VII, Ltd., Mercury Fund VIII, Ltd.,
Mercury Ventures II, Ltd.,
Mercury Management, L.L.C., and Kevin C. Howe (2)

501 Park Lake Drive

McKinney, TX 75070

     1,693,119         9.8 %

Kennedy Capital Management, Inc. (3)

10829 Olive Blvd.

St. Louis. MO 63141

     1,638,555         9.5 %

Dimensional Fund Advisors LP (4)

Palisades West, Building One

6300 Bee Cave Road Austin, TX 78746

     1,014,048         5.9 %

Renaissance Technologies LLC and
James H. Simons(5)

800 Third Avenue

New York, NY 10022

     980,700         5.7 %

Named Executive Officers and Directors

                 

Eltinge Brown(6)

     5,150         0.03

Anthony Castagna

     261,785         1.5 %

Jean-Yves Dexmier

     50,750         0.3 %

Teresa Dial

     409,735         2.3 %
     

Stephen Markowski

     5,000         0.03

Mark Sanders

     159,013         .9 %

Timothy J. Wright (7)

     248,596         1.4 %

All directors and executive officers as a group (10 persons)(8)

     1,365,493         7 %

 

(1) Includes shares that may be acquired by the exercise of stock options granted under the Company’s stock option plans within 60 days after April 15, 2011. The number of shares subject to stock options exercisable within 60 days after April 15, 2011, for each of the named executive officers and directors is shown below:

 

         

Anthony Castagna

     261,785   

Jean-Yves Dexmier

     50,750   

Teresa Dial

     340,735   

Mark Sanders

     142,863   

Timothy Wright

     149,202   

 

(2) This information is based solely on information as of December 31, 2009, as set forth in Schedule 13G/A, filed on February 9, 2010 by the following related parties. Mercury Fund VII, Ltd. has sole voting and dispositive power with respect to 395,119 shares, Mercury Fund VIII, Ltd. has sole voting and dispositive power with respect to 1,298,000 shares, Mercury Ventures II, Ltd. has sole voting and dispositive power with respect to 1,693,119 shares, Mercury Management, L.L.C. has sole voting and dispositive power with respect to 1,693,119 shares and Kevin C. Howe has sole voting and dispositive power with respect to 1,693,119 shares. Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the General Partner of Mercury VII and Mercury VIII.

 

(3) This information is based solely on information as of December 31, 2010, as set forth in Schedule 13G/A, filed on February 14, 2011 by Kennedy Capital Management, Inc. The reporting person has sole voting power with respect to 1,484,655 shares and sole dispositive power with respect to all the shares.

 


(4) This information is based solely on information as of December 31, 2010, as set forth in Schedule 13G/A, filed on February 11, 2011 by Dimensional Fund Advisors LP. The reporting person has sole voting power with respect to 992,138 shares and sole dispositive power with respect to all the shares.

 

(5) This information is based solely on information as of December 31, 2010, as set forth in Schedule 13G/A, filed on February 11, 2011 by Renaissance Technologies LLC and James H. Simons, and Renaissance Technologies Holding Corporation with the Securities and Exchange Commission. Renaissance Technologies LLC and Renaissance Technologies Holding Corporation have sole voting power and sole dispositive power with respect to all the shares.

 

(6) Of the total shares beneficially owned by Mr. Brown, 150 shares are held indirectly by his spouse.

 

(7) Of the total shares beneficially owned by Mr. Wright, 4,000 shares are held indirectly by his trust.

 

(8) Please see footnote (1). Also includes a total of 224,353 shares issuable upon the exercise of options exercisable within 60 days of April 15, 2011 for Scott Kauffman, Bert Knorr, and William O’Kelly. Also includes a total of 1,111 shares owned by Mr. Knorr.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information concerning our equity compensation plans as of December 31, 2010 under which common stock of the Company is authorized for issuance.

 

                         
     Number of Shares
of Common Stock
to be Issued upon
Exercise of
Outstanding
Options,
Warrants and
Rights
     Weighted Average
Exercise Price
of Outstanding
Options, Warrants
and  Rights ($)
     Number of Shares
Remaining Available
for Future Issuance
under our equity
compensation plans
(excluding shares
reflected in
column 1) (1)
 

Equity Plans Approved by Stockholders

     2,921,831       $ 3.20         2,028,680   
                            

Total

     2,921,831       $ 3.20         2,028,680   
                            

 

(1) This number includes shares available for future issuance under the Company’s Amended and Restated 1998 Stock Plan, under which the Company does not intend to make further grants.

LC

Disclosure: Long LOOK