UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
___)*
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PlanetOut Inc.
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(Name of Issuer)
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| Common
Stock |
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(Title of Class of
Securities)
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| 727058
10 9 |
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(CUSIP Number)
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|
| |
| 12/31/04 |
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(Date of Event Which
Requires Filing of this Statement)
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* 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).
CUSIP No. 727058
10 9
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| 1.
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Names of Reporting
Persons.
I.R.S. Identification Nos. of above persons (entities only).
MARK D. ELDERKIN |
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| 2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a) |_|
(b) |_| |
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| 4.
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Citizenship or Place
of Organization
United States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With |
5.
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Sole Voting Power
932,647(1)
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| 6.
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Shared Voting Power
119,935(2)(3)
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| 7.
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Sole Dispositive Power
932,647(1)
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| 8.
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Shared Dispositive
Power
119,935(2)(3)
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| 9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
1,052,582(1)(2)(3)
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| 10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
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|_| |
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| 11.
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Percent of Class Represented
by Amount in Row (9)
6.2%
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| 12.
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Type of Reporting Person
(See Instructions)
IN
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| (1) |
Includes
74,472 shares of common stock the reporting person has the
right to acquire pursuant to options exercisable within 60
days of December 31, 2004. |
| (2) |
Includes
71,326 shares of common stock held by the Elderkin-Bennett Family Trust of which Mr.
Elderkin is a co-trustee. |
| (3) |
Includes
48,609 shares of common stock held by Mr. Elderkin's life partner. |
Item 1.
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(b) |
Address
of Issuer’s Principal Executive Offices |
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1355 Sansome
Street, San Francisco, CA 94111 |
Item 2.
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(a) |
Name of
Person Filing |
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(b) |
Address
of Principal Business Office, or if none, Residence |
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c/o PlanetOut
Inc., 1355 Sansome Street, San Francisco, CA 94111 |
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(d) |
Title of
Class of Securities |
Item 3. If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the
person filing is a:
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(a) |
|_|
Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o). |
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(b) |
|_|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
|_|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
|_|
Investment company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g) |
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A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act
(12 U.S.C. 1813);
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(i) |
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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);
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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
owned: 1,052,582(1)(2)(3) |
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(b) |
Percent of
class: 6.2% |
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(c) |
Number
of shares as to which such person has: |
| |
(i) |
Sole power
to vote or to direct the vote 932,647(1) |
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(ii) |
Shared power
to vote or to direct the vote 119,935(2)(3) |
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(iii) |
Sole power
to dispose or to direct the disposition of 932,647(1) |
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(iv) |
Shared power
to dispose or to direct the disposition of 119,935(2)(3) |
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Instruction:
For computations regarding securities which represent a right to acquire
an underlying security see Rule 13d-3(d)(1). |
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. |
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. |
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on by
the Parent Holding Company.
| If a parent holding
company 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
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. |
Item 8. Identification
and Classification of Members of the Group.
| If a group has filed
this schedule pursuant to Rule 13d-1(b)(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
Rule 13d-1(d), attach an exhibit stating the identity of each member of
the group. |
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. |
Item 10. Certifications.
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(a) |
The following certification shall be included if the statement is filed pursuant
to §240.13d-1(b):
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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. |
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(b) |
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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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. |
| (1) |
Includes
74,472 shares of common stock the reporting person has the
right to acquire pursuant to options exercisable within 60
days of December 31, 2004. |
| (2) |
Includes
71,326 shares of common stock held by the Elderkin-Bennett Family Trust of which Mr.
Elderkin is a co-trustee. |
| (3) |
Includes
48,609 shares of common stock held by Mr. Elderkin's life partner. |
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.
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February
11, 2005
————————————————— |
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(Date) |
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/s/
Mark D. Elderkin
————————————————— |
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(Signature) |
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Mark D. Elderkin
————————————————— |
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(Name/Title) |
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 §240.13d-7 for other parties for whom copies are to be sent.
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Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001) |