FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Draper Fisher Jurvetson Fund VIII L P

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/22/2010 

3. Issuer Name and Ticker or Trading Symbol

EDGAR ONLINE INC [EDGR]

(Last)        (First)        (Middle)

2882 SAND HILL ROAD, SUITE 150

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

MENLO PARK, CA 94025       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   945479   (1) D    
Common Stock   945479   (2) I   See Footnote   (2)
Common Stock   945479   (3) I   See Footnote   (3)
Common Stock   20979   (4) I   See Footnote   (4)
Common Stock   84008   (5) I   See Footnote   (5)
Common Stock   84008   (6) I   See Footnote   (6)
Common Stock   1050466   (7) I   See Footnote   (7)
Common Stock   966458   (8) I   See Footnote   (8)
Common Stock   966458   (9) I   See Footnote   (9)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Stock     (10)   (10) Common Stock   4170796   (11) $69.056   D    
Series C Convertible Stock     (10)   (10) Common Stock   4170796   $69.056   I   See Footnote   (12)
Series C Convertible Stock     (10)   (10) Common Stock   4170796   $69.056   I   See Footnote   (13)
Series C Convertible Stock     (10)   (10) Common Stock   92517   $69.056   I   See Footnote   (14)
Series C Convertible Stock     (10)   (10) Common Stock   370552   $69.056   I   See Footnote   (15)
Series C Convertible Stock     (10)   (10) Common Stock   370552   $69.056   I   See Footnote   (16)
Series C Convertible Stock     (10)   (10) Common Stock   4633865   $69.056   I   See Footnote   (17)
Series C Convertible Stock     (10)   (10) Common Stock   4263313   $69.056   I   See Footnote   (18)
Series C Convertible Stock     (10)   (10) Common Stock   4263313   $69.056   I   See Footnote   (19)

Explanation of Responses:
( 1)  Represents shares of Common Stock held directly by Draper Fisher Jurvetson Fund VIII, L.P. ("Fund VIII").
( 2)  Represents shares of Common Stock held indirectly by Draper Fisher Jurvetson Fund VIII Partners, L.P. ("Fund VIII Partners"). All of the shares are held directly by Fund VIII.
( 3)  Represents shares of Common Stock held indirectly by DFJ Fund VIII, Ltd. ("Fund VIII, Ltd."). All of the shares are held directly by Fund VIII.
( 4)  Represents shares of Common Stock held directly by Draper Fisher Jurvetson Partners VIII, L.L.C. ("Partners VIII, LLC").
( 5)  Represents shares of Common Stock held directly by Draper Associates, L.P. ("Draper Associates, L.P.").
( 6)  Represents shares of Common Stock held indirectly by Draper Associates, Inc. ("Draper Associates, Inc."). All of these shares are held directly by Draper Associates, L.P.
( 7)  Represents 945,479 shares of Common Stock held indirectly by Mr. Draper in Fund VIII, 20,979 shares of Common Stock held indirectly by Mr. Draper in Partners VIII, LLC and 84,008 shares of Common Stock held indirectly by Mr. Draper in Draper Associates, L.P.
( 8)  Represents 945,479 shares of Common Stock held indirectly by Mr. Fisher in Fund VIII and 20,979 shares of Common Stock held indirectly by Mr. Fisher in Partners VIII, LLC.
( 9)  Represents 945,479 of Common Stock held indirectly by Mr. Jurvetson in Fund VIII and 20,979 shares of Common Stock held indirectly by Mr. Fisher in Partners VIII, LLC.
( 10)  The Series C Convertible Preferred Stock ("Series C") has an initial Series C Conversion Price of $69.056 per share. The Series C is convertible at any time, at holder's election and has no expiration date. The Series C contains automatic adjustment features to the convertibility ratio as a result of, among other things, an accruing payment-in-kind dividend feature. As of November 22, 2010 each share of Series C was initially convertible into 158,265 shares of Common Stock. The numbers of share of common stock set forth in Table II reflect applicability of the conversion ratio to each share of Series C.
( 11)  Represents shares of Series C held directly by Fund VIII.
( 12)  Represents shares of Series C held indirectly by Fund VIII Partners. All of the shares are held directly by Fund VIII.
( 13)  Represents shares of Series C held indirectly by Fund VIII, Ltd. All of the shares are held directly by Fund VIII.
( 14)  Represents shares of Series C held directly by Partners VIII, LLC.
( 15)  Represents shares of Series C held directly by Draper Associates, L.P.
( 16)  Represents shares of Series C held indirectly by Draper Associates, Inc. All of the shares are held directly by the Draper Associates, L.P.
( 17)  Represents 4,170,796 shares of Series C held indirectly by Mr. Draper in Fund VIII, 92,517 shares of Series C held indirectly by Mr. Draper in Partners VIII, LLC and 370,552 shares of Series C held indirectly by Mr. Draper in Draper Associates, L.P.
( 18)  Represents 4,170,796 shares of Series C held indirectly by Mr. Fisher in Fund VIII and 92,517 shares of Series C held indirectly by Mr. Fisher in Partners VIII, LLC.
( 19)  Represents 4,170,796 shares of Series C owned indirectly by Jurvetson in Fund VIII and 92,517 shares of Series C held by Mr. Jurvetson in Partners VIII, LLC.

Remarks:
(Remarks 2 of 2)
Each of Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of the shares held directly by Fund VIII, Fund VIII Partners, Fund VIII Ltd. and Partners VIII, LLC except to the extent of their pecuniary interest therein. Mr. Draper disclaims beneficial ownership of shares held directly by Draper Associates, L.P. except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Draper Fisher Jurvetson Fund VIII L P
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025

X

Draper Fisher Jurvetson Fund VIII Partners, L.P.
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025

X

DFJ Fund VIII, Ltd.
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025

X

DRAPER FISHER JURVETSON PARTNERS VIII LLC
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025

X

DRAPER ASSOCIATES L P
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025

X

Draper Associates, Inc.
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025

X

DRAPER TIMOTHY C
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025

X

Fisher John H N
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025

X

Jurvetson Stephen T
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025

X


Signatures
/s/ Timothy C. Draper, Managing Director, DFJ Fund VIII, Ltd., its general partner, Draper Fisher Jurvetson Fund VIII Partners, L.P. (general partner) for Draper Fisher Jurvetson Fund VIII, L.P. 2/7/2012
** Signature of Reporting Person Date

/s/ Timothy C. Draper, Managing Director, DFJ Fund VIII, Ltd., its general partner for Draper Fisher Jurvetson Fund VIII Partners, L.P. 2/7/2012
** Signature of Reporting Person Date

/s/ Timothy C. Draper, Managing Director for DFJ Fund VIII, Ltd. 2/7/2012
** Signature of Reporting Person Date

/s/ Timothy C. Draper, Managing Member for Draper Fisher Jurvetson Partners VIII, L.L.C. 2/7/2012
** Signature of Reporting Person Date

/s/ Timothy C. Draper, President, Draper Associates, Inc. (its general partner) for Draper Associates, L.P. 2/7/2012
** Signature of Reporting Person Date

/s/ Timothy C. Draper, President for Draper Associates, Inc. 2/7/2012
** Signature of Reporting Person Date

/s/ Timothy C. Draper 2/7/2012
** Signature of Reporting Person Date

/s/ John H. N. Fisher 2/7/2012
** Signature of Reporting Person Date

/s/ Stephen T. Jurvetson 2/7/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who 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.
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