SEC Filing :: Spark Networks SE

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GAFFNEY CHRISTOPHER S

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2005

3. Issuer Name and Ticker or Trading Symbol
SPARK NETWORKS PLC [ SPK ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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)
Ordinary Shares⁽¹⁾⁽²⁾	5,713,465⁽¹⁾⁽²⁾	I⁽²⁾	See footnote⁽²⁾
Ordinary Shares⁽¹⁾⁽³⁾	217,673⁽¹⁾⁽³⁾	I⁽³⁾	See footnote⁽³⁾
Ordinary Shares⁽¹⁾⁽⁴⁾	68,862⁽¹⁾⁽⁴⁾	I⁽⁴⁾	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

GAFFNEY CHRISTOPHER S

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GORMLEY STEPHEN F

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HAYES JOHN G

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GREAT HILL INVESTORS LLC

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GREAT HILL PARTNERS GP II LLC

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GREAT HILL EQUITY PARTNERS II LP

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GREAT HILL AFFILIATE PARTNERS II LP

(Last)

(First)

(Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents ordinary shares of Spark Networks plc, par value 0.01 pound per share (the "Ordinary Shares") (including global depositary shares representing Ordinary Shares). This report is filed jointly by Great Hill Equity Partners II LP ("GHEPII"), Great Hill Affiliate Partners II LP ("GHAPII"), Great Hill Investors, LLC ("GHI"), Great Hill Partners GP II, LLC ("GPII"), Stephen F. Gormley ("Gormley"), Christopher S. Gaffney ("Gaffney") and John G. Hayes ("Hayes").

2. GHEPII directly beneficially owns an aggregate of 5,713,465 Ordinary Shares (including 3,332,854 global depositary shares representing Ordinary Shares). GPII is the sole general partner of GHEPII and may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by GHEPII. Gormley, Gaffney and Hayes are the managers of GPII, and as such, may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by GHEPII. Each of GPII, Gormley, Gaffney and Hayes disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

3. GHAPII directly beneficially owns an aggregate of 217,673 Ordinary Shares (including 126,976 global depositary shares representing Ordinary Shares). GPII is the sole general partner of GHAPII and may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by GHAPII. Gormley, Gaffney and Hayes are the managers of GPII, and as such, may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by GHAPII. Each of GPII, Gormley, Gaffney and Hayes disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

4. GHI directly beneficially owns an aggregate of 68,862 Ordinary Shares (including 40,170 global depositary shares representing Ordinary Shares). Gormley, Gaffney and Hayes are the managers of GHI, and as such, may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by GHI. Each of Gormley, Gaffney and Hayes disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

	/s/ Christopher S. Gaffney	12/12/2005
	/s/ Christopher S. Gaffney, A Manager of Great Hill Limited Partners GP II, LLC for Great Hill Equity Partners II L.P.	12/12/2005
	/s/ Christopher S. Gaffney, A Manager of Great Hill Limited Partners GP II, LLC for Great Hill Affiliate Partners II L.P.	12/12/2005
	/s/ Christopher S. Gaffney, A Manager of Great Hill Investors, LLC	12/12/2005
	/s/ Christopher S. Gaffney, A Manager of Great Hill Limited Partners GP II, LLC	12/12/2005
	/s/ Stephen F. Gormley	12/12/2005
	/s/ John G. Hayes	12/12/2005
	** 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).
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