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Author: MWFool100 Big red star, 1000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: of 120  
Subject: Excerpts from DEF 14A Date: 10/29/2005 10:25 PM
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Name and Address of Beneficial Owner (1)   Outstanding Shares of Percent of Class (2)
                                               Common Stock
                                            Beneficially Owned
  
-----------------------------------------  --------------------- --------------------
Executive Officers and Directors
Robert D. Blank (3)                                    6,572,586                 26.2
Gregg I. Eskenazi                                         30,000                    *
Jon W. Gacek (4)                                           6,250                    *
Nicolas J. Hanauer (5)                                 1,536,672                  6.1
Ken Hansen (6)                                            28,125                    *
Frank M. ("Pete") Higgins (7)                          1,351,572                  5.4
Richard A. Mendenhall (8)                                  2,500                    *
Ian Morris (9)                                           639,720                  2.5
Michael Nelson (10)                                      312,043                  1.2
Mark S. Powell (11)                                    2,820,079                 11.3
John Zdanowski (12)                                       60,000                    *
All directors and executive officers as a             13,468,297                 52.2
group (16 persons) (13)
Other Principal Shareholders
Gilder, Gagnon, Howe  Co. LLC (14)                    1,416,717                  5.7
  
11332 N.E. 122nd Way
  
Kirkland, WA 98034
William Blair Capital Partners VII QP,                 6,572,586                 26.2
L.P.
  
William Blair Capital Partners VII, L.P
(15)
  
303 West Madison Street, Suite 2500
Chicago, IL 60606

* Less than one percent
  
1. Unless otherwise indicated, the business address of each of the shareholders
   named in this table is HouseValues, Inc., 11332 NE 122nd Way, Kirkland, WA
   98034.
  
2. Based on 25,052,533 shares outstanding as of March 10, 2005.
  
3. Represents 6,328,679 shares of common stock held by William Blair Capital
   Partners VII QP, L.P. and 686,412 shares of common stock held by William
   Blair Capital Partners VII, L.P. Mr. Blank is a Managing Director of William
   Blair Capital Management VII, L.P. and, in this capacity, could be deemed to
   have beneficial ownership of the shares owned by William Blair Capital
   Partners VII QP, L.P. and William Blair Capital Partners VII, L.P.
  
4. Represents shares of common stock issuable upon the exercise of options that are
   exercisable within 60 days of March 10, 2005.
  
5. Mr. Hanauer serves as a partner of Second Avenue Partners, a venture capital
   and management consulting firm that has entered into various agreements with
   HouseValues within the past year, as described in "Certain Transactions."
  
6. Represents shares of common stock issuable upon the exercise of options that are
   exercisable within 60 days of March 10, 2005.
  
7. Mr. Higgins serves as a partner of Second Avenue Partners, a venture capital
   and management consulting firm that has entered into various agreements with
   HouseValues within the past year, as described in "Certain Transactions."
  
8. Represents shares of common stock issuable upon the exercise of options that are
   exercisable within 60 days of March 10, 2005.
  
9. Includes 475,937 shares of common stock issuable upon the exercise of options that
are exercisable within 60 days of March 10, 2005.
  
10. Includes 112,500 shares of common stock issuable upon the exercise of options that
    are exercisable within 60 days of March 10, 2005.
  
11. Includes 686,412 shares of common stock held by Boxstar, LLC, a Washington
    limited liability company, of which Mr. Powell is a co-member, and 60,000
    shares of common stock issued in the name of Mr. Powell"s spouse.
  
12. Includes 30,000 shares of common stock issuable upon the exercise of options that
    are exercisable within 60 days of March 10, 2005.
  
13. Includes 744,062 shares of common stock issuable upon the exercise of options that
    are exercisable within 60 days of March 10, 2005.
  
14. This information is based on Schedule 13-G dated March 10, 2005 filed by
    Gilder Gagnon Howe  Co LLC with the SEC reporting beneficial ownership as
    of February 28, 2005.
  
15. Represents 6,328,679 shares of common stock held by William Blair Capital
    Partners VII QP, L.P. and 686,412 shares of common stock held by William
    Blair Capital Partners VII, L.P (such entities collectively referred to as
    the "WBCP Partnerships"). This information is based on Schedule 13-G/A
    dated March 14, 2005 filed by William Blair Capital Partners VII QP, L.P.
    with the SEC reporting beneficial ownership as of December 31, 2004.
    William Blair Capital Management VII, L.P. is the general partner of the
    WBCP Partnerships. William Blair Capital Management VII, L.L.C. is the
    general partner of William Blair Capital Management VII, L.P. William Blair
    Capital Management VII, L.L.C., through a seven-person board of managers
    composed of certain of its members, has voting and dispositive authority
    over the shares held by the WBCP Partnerships. Decisions of the board of
    managers are made by a majority vote of its members and, as a result, no
    single member of the board of managers has voting or dispositive authority
    over the shares. Robert D. Blank, one of our directors, and Timothy Burke,
    David G. Chandler, John Ettelson, Robert P. Healy, Dr. Arda Minocherhomjee
    and Timothy M. Murray are the members of the board of managers and each
    disclaims beneficial ownership of the shares held by the WBCP Partnerships
    except to the extent of his pecuniary interest therein.

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