UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Move, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share (Title of Class of Securities)

62458M108

(CUSIP Number)

Fred Anderson
Elevation Partners, L.P.
2800 Sand Hill Road, Suite 160
Menlo Park, CA 94025
(650) 687-6700

Copy to:

Kirsten J. Jensen, Esq.
Simpson Thacher & Bartlett LLP
2550 Hanover Street

Palo Alto, California 94304
(650) 251-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 22, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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.		62458M108

CUSIP No.		62458M108

* The Reporting Person disclaims beneficial ownership as described under Item 5.

CUSIP No.		62458M108

* The Reporting Person disclaims beneficial ownership as described under Item 5.

CUSIP No.		62458M108

CUSIP No.		62458M108

* The Reporting Person disclaims beneficial ownership as described under Item 5.

CUSIP No.		62458M108

* The Reporting Person disclaims beneficial ownership as described under Item 5.

CUSIP No.		62458M108

* The Reporting Person disclaims beneficial ownership as described under Item 5.

CUSIP No.		62458M108

* The Reporting Person disclaims beneficial ownership of 11,677,154.76 of such shares as described under Item 5.

CUSIP No.		62458M108

* The Reporting Person disclaims beneficial ownership as described under Item 5

     This Amendment No. 3 supplements and amends the statement on Schedule 13D filed on December 9, 2005, as amended by Amendment No. 1 filed on December 16, 2008 and Amendment No. 2 filed on February 10, 2011 (as amended, the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

Item 4. Purpose of Transaction

     Item 4 of the Schedule 13D is hereby supplemented by inserting the following paragraph immediately prior to the last two paragraphs of Item 4:

The redemption of an aggregate of 70,000 shares of the Series B Preferred Stock owned by the Purchasers (the “Partial Redemption”), consisting of 69,984.60 shares owned by Elevation and 15.40 shares owned by Side Fund, was consummated on February 22, 2011. Pursuant to the terms of the Certificate of Designation, the aggregate redemption price paid to Elevation was $70,344,914.69 and the aggregate redemption price paid to Side Fund was $15,479.31.

Item 5. Interest in Securities of the Issuer

     Item 5 of the Schedule 13D is hereby amended and supplemented by replacing the first three paragraphs thereof with the following three paragraphs:

     (a), (b) The following disclosure assumes that there are 158,541,181 shares of Issuer Common Stock outstanding as of February 14, 2011, which figure is based on Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2011.

     Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the consummation of the Partial Redemption, Elevation may be deemed to beneficially own 11,674,585.79 shares of Issuer Common Stock, which is subject to issuance upon conversion of the Series B Preferred Stock. The 11,674,585.79 shares of Issuer Common Stock would constitute approximately 6.9% of the Issuer Common Stock outstanding upon such conversion.

     Pursuant to Rule 13d-3 under the Exchange Act, as of the consummation of the Partial Redemption, Side Fund may be deemed to beneficially own 2,568.97 shares of Issuer Common Stock, which is subject to issuance upon conversion of the Series B Preferred Stock acquired. The 2,568.97 shares of Issuer Common Stock would constitute less than 0.1% of the Issuer Common Stock outstanding upon such conversion.

Signatures

          After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 23, 2011