------------------------------------
OMB APPROVAL
------------------------------------
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response............ 11
------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
INFOSPACE, INC.
-------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
-------------------------------------------------------------------------------
(Title of Class of Securities)
45678T 20 1
-------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2002
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1745 (02-02)
CUSIP No. ............45678T 20 1
-------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Acorn Ventures IS, LLC and Rufus W. Lumry, III, individual
-------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .....
(b) .....
-------------------------------------------------------------------------------
3. SEC Use Only
-------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Washington Limited Liability Company/United States
-------------------------------------------------------------------------------
Number of 5. Sole Voting Power.................................. 0
Shares Bene-
ficially ----------------------------------------------------------
Owned by Each
Reporting 6. Shared Voting Power....................... 1,967,551*
Person With:
----------------------------------------------------------
7. Sole Dispositive Power............................. 0
----------------------------------------------------------
8. Shared Dispositive Power.................. 1,967,551*
-------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned
by Each Reporting Person 1,967,551*
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.1%
-------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
-------------------------------------------------------------------------------
............... OO
............... IN
..................
..................
..................
..................
-------------------------------------------------------------------------------
* Includes (1) 13,000 options held by Rufus W. Lumry; and (2) 1,375,020
shares of Common Stock issuable upon exercise of warrants held by Acorn
Ventures IS, LLC and currently exercisable.
Page 2 of 5 pages
Item 1.
(a) Name of Issuer InfoSpace, Inc.
(b) Address of Issuer's Principal Executive Offices 601 - 108th Avenue NE, Suite 1200, Bellevue, WA 98004
Item 2.
(a) Name of Person Filing This statement is filed by and on behalf of (a) Acorn Ventures
IS, LLC, a Washington Limited Liability Company; (b) Acorn
Ventures, Inc. a Washington corporation; and (c) Rufus W. Lumry
III, the principal stockholder, sole director and President of
Acorn Ventures, Inc. Acorn Ventures, Inc. is the sole member of
Acorn Ventures IS, LLC. Mr. Lumry may be deemed to control both
Acorn Ventures, Inc. and Acorn Ventures IS. LLC. The business
address of each of the foregoing is 1309 - 114th Avenue SE, #200,
Bellevue, WA 98004.
(b) Address of Principal Business Office or, if
none, Residence See item 2(a), above.
(c) Citizenship Washington Limited Liability Company/United States
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 45678T 20 1
Item 3. If this statement is filed pursuant toss.ss.240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Not Applicable
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owed: 1,967,551*
(b) Percent of class: 6.1%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,967,551*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
1,967,551*
Page 3 of 5 pages
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following .
Instruction: Dissolution of a group requires a response to this item.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person
If a parent holding company or Control Person has filed this schedule,
pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or Control Person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Not Applicable
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not Applicable
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant toss.240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant toss.240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Not Applicable
Page 4 of 5 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 14, 2003
Acorn Ventures IS, LLC
By: Acorn Ventures, Inc.
By: /s/ Rufus W. Lumry III
-----------------------------------------
Rufus W. Lumry III
President, Acorn Ventures, Inc.
Acorn Ventures, Inc.
By: /s/ Rufus W. Lumry III
-----------------------------------------
Rufus W. Lumry III
President, Acorn Ventures, Inc.
Rufus W. Lumry III
By: /s/ Rufus W. Lumry III
-----------------------------------------
Rufus W. Lumry III
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Page 5 of 5 pages