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 *
SMITH BRYAN D.
  2. Issuer Name and Ticker or Trading Symbol
LoopNet, Inc. [LOOP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Sales and Service
(Last)
(First)
(Middle)
C/O LOOPNET, INC., 2100 E. ROUTE, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2011
(Street)

GLENDORA, CA 91740
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 12/29/2011   F(1)   1,751 D $ 18.35 66,342 D  
Common Stock 12/29/2011   F(1)   876 D $ 18.35 65,466 D  
Common Stock 12/29/2011   F(1)   2,918 D $ 18.35 62,548 D  
Common Stock 12/29/2011   F(1)   5,252 D $ 18.35 57,296 D  
Common Stock 12/29/2011   F(1)   12,254 D $ 18.35 45,042 D  
Common Stock 12/29/2011   A   42,000 (2) A $ 0 87,042 D  
Common Stock 12/29/2011   F(2)   19,606 D $ 18.35 67,436 D  
Common Stock 12/30/2011   M   25,000 A $ 11.06 92,436 D  
Common Stock 12/30/2011   F(3)   18,910 D $ 18.35 73,526 D  
Common Stock 12/30/2011   M   45,000 A $ 7.26 118,526 D  
Common Stock 12/30/2011   F(3)   30,502 D $ 18.35 88,024 D  
Common Stock 12/30/2011   M   25,000 A $ 9.97 113,024 D  
Common Stock 12/30/2011   F(3)   18,914 D $ 18.35 94,110 D  
Common Stock 12/30/2011   M   25,000 A $ 11.13 119,110 D  
Common Stock 12/30/2011   F(3)   19,757 D $ 18.35 99,353 D  
Common Stock 12/30/2011   M   15,000 A $ 16.07 114,353 D  
Common Stock 12/30/2011   F(3)   14,008 D $ 18.35 100,345 D  
Common Stock 12/30/2011   M   10,020 A $ 4.075 110,365 D  
Common Stock 12/30/2011   F(3)   5,865 D $ 18.35 104,500 D  
Common Stock 12/30/2011   M   15,000 A $ 12.34 119,500 D  
Common Stock 12/30/2011   F(3)   12,382 D $ 18.35 107,118 D  

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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
Stock Option (Right to Buy) $ 11.06 12/30/2011   M     25,000 (4) 02/09/2008 01/08/2015 Common Stock 25,000 $ 0 0 D  
Stock Option (Right to Buy) $ 7.26 12/30/2011   M     45,000 (4) 03/13/2009 02/12/2016 Common Stock 45,000 $ 0 0 D  
Stock Option (Right to Buy) $ 9.97 12/30/2011   M     25,000 (4) 03/11/2010 02/10/2017 Common Stock 25,000 $ 0 0 D  
Stock Option (Right to Buy) $ 11.13 12/30/2011   M     25,000 (4) 10/01/2010 08/31/2017 Common Stock 25,000 $ 0 0 D  
Stock Option (Right to Buy) $ 16.07 12/30/2011   M     15,000 (4) 04/21/2007 03/20/2014 Common Stock 15,000 $ 0 0 D  
Stock Option (Right to Buy) $ 4.075 12/30/2011   M     10,020 (4) 02/20/2006 01/19/2016 Common Stock 10,020 $ 0 0 D  
Stock Option (Right to Buy) $ 12.34 12/30/2011   M     15,000 (4) 10/18/2006 09/17/2013 Common Stock 15,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SMITH BRYAN D.
C/O LOOPNET, INC.
2100 E. ROUTE, SUITE 200
GLENDORA, CA 91740
      SVP, Sales and Service  

Signatures

 /s/ Maria T. Valles, as Attorney-in-Fact   01/03/2012
**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) Pursuant to the approval by the Compensation Committee of the Issuer of the acceleration of the vesting of all unvested restricted stock units, all unvested restricted stock units are therefore fully vested as of the Transaction Date. The amount of restricted stock units withheld is based on the closing price of December 29, 2011.
(2) 75,000 performance based restricted stock units were granted by the Issuer on September 1, 2010. Pursuant to the approval by the Compensation Committee of the Issuer of the acceleration of the vesting of a portion of the unvested restricted stock units, 42,000 unvested restricted stock units are therefore fully vested as of the Transaction Date. The amount of restricted stock units withheld is based on the closing price of December 29, 2011.
(3) Shares withheld by the Issuer in payment of the aggregate option exercise price and withholding tax liability incurred upon the above-reported exercise of options. The amount of shares withheld is based on the closing price on December 29, 2011.
(4) Pursuant to the approval by the Compensation Committee of the Issuer of the acceleration of the vesting of all unvested shares, all shares are fully vested and exercisable as of the Transaction Date.

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