UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| The Active Network, Inc. |
(Name of Issuer)
| Common Stock |
(Title of Class of Securities)
| 00506D 100 |
(CUSIP Number)
| December 31, 2011 |
(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 disclosures provided in a prior cover page.
The information required on 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).
| CUSIP No. 00506D 100 | SCHEDULE 13G | Page 2 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Walt Disney Company -- I.R.S. Identification No. 95-4545390 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,738,220 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,738,220 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,738,220 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.7% | |||||
| 12 |
TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 00506D 100 | SCHEDULE 13G | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ESPN, Inc. -- I.R.S. Identification No. 94-2826942 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,738,220 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,738,220 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,738,220 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.7% | |||||
| 12 |
TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 00506D 100 | SCHEDULE 13G | Page 4 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ESPN Digital Media, Inc. -- I.R.S. Identification No. 95-4673342 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,869,110 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,869,110 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,869,110 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.85% | |||||
| 12 |
TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 00506D 100 | SCHEDULE 13G | Page 5 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Starwave Corp. -- I.R.S. Identification No. 91-1544629 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,869,110 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,869,110 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,869,110 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.85% | |||||
| 12 |
TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 00506D 100 | SCHEDULE 13G | Page 6 of 8 Pages |
| Item 1(a) | Name of Issuer: |
The Active Network, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
10182 Telesis Court, Suite 100
San Diego, California 92121
| Item 2(a) | Name of Person Filing: |
The Walt Disney Company, ESPN, Inc., ESPN Digital Media, Inc. and Starwave Corp.
| Item 2(b) | Address of Principal Business Office or, If None, Residence |
The address of the The Walt Disney Company is:
500 South Buena Vista Street
Burbank, CA 91521
The address of the ESPN, Inc. is:
ESPN Plaza
Bristol, CT 06010
The address of the ESPN Digital Media, Inc. is:
605 Third Avenue
New York, NY 10158-0180
The address of the Starwave Corp. is:
925 Fourth Avenue, Suite 1600
Seattle, WA 98104
| Item 2(c) | Citizenship |
The Walt Disney Company, ESPN, Inc. and ESPN Digital Media, Inc. are organized in the State of Delaware. Starwave Corp. is organized in the State of Washington.
| Item 2(d) | Title of Class of Securities: |
Common Stock, Par Value $0.001 Per Share
| Item 2(e) | CUSIP Number: |
00506D 100
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
| CUSIP No. 00506D 100 | SCHEDULE 13G | Page 7 of 8 Pages |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: 7,738,220. Half of the shares are held by Starwave Corp. and 50% of the shares are held by ESPN Digital Media, Inc. Starwave Corp. is an indirect, wholly owned subsidiary of The Walt Disney Company, and ESPN Digital Media, Inc. is an indirect, wholly owned subsidiary of ESPN, Inc., 80% of the equity of which is owned by an indirect wholly owned subsidiary of The Walt Disney Company. |
| (b) | Percent of class: 13.7% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote of each reporting person: 0 |
| (ii) | Shared power to vote or to direct the vote of The Walt Disney Company and ESPN, Inc: 7,738,220 |
Shared power to vote or to direct the vote of ESPN Digital Media, Inc. and Starwave Corp.: 3,869,110
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of The Walt Disney Company and ESPN, Inc: 7,738,220 |
Shared power to dispose or to direct the disposition of ESPN Digital Media, Inc. and Starwave Corp.: 3,869,110
| 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 5 percent of the class of securities, check the following ¨
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
| CUSIP No. 00506D 100 | SCHEDULE 13G | Page 8 of 8 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.
Dated: February 14, 2012
| The Walt Disney Company | ||
| By: | /s/ Roger J. Patterson | |
| Name: Roger J. Patterson Title: Associate General Counsel and Assistant Secretary Registered In-house Counsel | ||
| ESPN, Inc. | ||
| By: | /s/ Marsha L. Reed | |
| Name: Marsha L. Reed Title: Secretary | ||
| ESPN Digital Media, Inc. | ||
| By: | /s/ Marsha L. Reed | |
| Name: Marsha L. Reed Title: Assistant Secretary | ||
| Starwave Corp. | ||
| By: | /s/ Marsha L. Reed | |
| Name: Marsha L. Reed Title: Vice President and Secretary | ||
AGREEMENT
The undersigned persons, on February 14, 2012, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of The Active Network, Inc. at December 31, 2011.
| The Walt Disney Company | ||
| By: | /s/ Roger J. Patterson | |
| Roger J. Patterson | ||
| Associate General Counsel and Assistant Secretary | ||
| Registered In-house Counsel | ||
| ESPN, Inc. | ||
| By: | /s/ Marsha L. Reed | |
| Marsha L. Reed | ||
| Secretary | ||
| ESPN Digital Media, Inc. | ||
| By: | /s/ Marsha L. Reed | |
| Marsha L. Reed | ||
| Assistant Secretary | ||
| Starwave Corp. | ||
| By: | /s/ Marsha L. Reed | |
| Marsha L. Reed | ||
| Vice President and Secretary | ||