Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GRAYSON BRUNS H
  2. Issuer Name and Ticker or Trading Symbol
ACTIVE NETWORK INC [ACTV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ABS VENTURES, 950 WINTER STREET, SUITE 2600
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2011
(Street)

WALTHAM, MA 02451
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/31/2011   C   3,991 A (1) 3,991 I ABS Investors L.L.C. (2)
Common Stock 05/31/2011   C   10,058 A (1) 14,049 I ABS Investors L.L.C. (2)
Common Stock 05/31/2011   C   1,424,946 A (1) 1,424,946 I ABS Ventures IX, L.P. (3)
Common Stock 05/31/2011   C   358,865 A (1) 510,907 I ABS Ventures VI L.L.C. (4)
Common Stock 05/31/2011   C   942,482 A (1) 1,453,389 I ABS Ventures VI, L.L.C. (4)
Common Stock 05/31/2011   C   315,920 A (1) 1,769,309 I ABS Ventures VI, L.L.C. (4)
Common Stock 05/31/2011   C   745,188 A (1) 2,514,497 I ABS Ventures VI, L.L.C. (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-5 Preferred Stock (1) 05/31/2011   C     62,857   (1)   (1) Common Stock 62,857 $ 0 0 I ABS Investors L.L.C. (2)
Series B-6 Preferred Stock (1) 05/31/2011   C     158,407   (1)   (1) Common Stock 158,407 $ 0 0 I ABS Investors L.L.C. (2)
Series E Preferred Stock (1) 05/31/2011   C     1,424,946   (1)   (1) Common Stock 1,424,946 $ 0 0 I ABS Ventures IX, L.P. (3)
Series B-5 Preferred Stock (1) 05/31/2011   C     5,651,429   (1)   (1) Common Stock 5,651,429 $ 0 0 I ABS Ventures VI L.L.C. (4)
Series B-6 Preferred Stock (1) 05/31/2011   C     14,842,240   (1)   (1) Common Stock 14,842,240 $ 0 0 I ABS Ventures VI L.L.C. (4)
Series C Preferred Stock (1) 05/31/2011   C     4,975,124   (1)   (1) Common Stock 4,975,124 $ 0 0 I ABS Ventures VI L.L.C. (4)
Series D Preferred Stock (1) 05/31/2011   C     745,188   (1)   (1) Common Stock 745,188 $ 0 0 I ABS Ventures VI L.L.C. (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GRAYSON BRUNS H
ABS VENTURES
950 WINTER STREET, SUITE 2600
WALTHAM, MA 02451
  X      

Signatures

 /s/ Kourosh Vossoughi, Attorney-in-fact   06/02/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Immediately prior to the closing of the initial public offering of the Issuer's Common Stock the reported shares of Preferred Stock were converted to Common Stock based on the conversion ratio as set forth in the Issuer's Certificate of Incorporation.
(2) Mr. Grayson is the managing member of ABS Investors L.L.C. and has voting and dispositive power with respect to these shares. Mr. Grayson disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(3) Mr. Grayson is the managing member of Calvert Capital V LLC which is the general partner of ABS Ventures IX, L.P. and has voting and dispositive power with respect to these shares. Mr. Grayson disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(4) Mr. Grayson is the managing member of Calvert Capital IV LLC the general partner of ABS Ventures VI, L.P. which is the sole member of ABS Ventures VI, L.L.C. and has voting and dispositive power with respect to these shares. Mr. Grayson disclaims beneficial ownership except to the extent of his pecuniary interest therein.
 
Remarks:
Exhibit Index

Exhibit 24 - Power of Attorney

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