Filing Details

CUSIP No. N5749R100

13G

Page 2 of 5 Pages

1.

NAMES OF REPORTING PERSONS

NetSeer, Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☐

3.

SEC USE ONLY
 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF 

5.

SOLE VOTING POWER
 
2,999,650*

SHARES 

BENEFICIALLY

 OWNED

6.

SHARED VOTING POWER
 
0

BY EACH 

REPORTING 

PERSON WITH

7.

SOLE DISPOSITIVE POWER
 
3,529,000*

8.

SHARED DISPOSITIVE POWER
 
0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,529,000

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.4%*

12.

TYPE OF REPORTING PERSON (see instructions)

CO

*See footnotes to Item 4 below.

CUSIP No. 46122W204

13G

Page 3 of 5 Pages

(a)

Name of Issuer
INUVO, INC. (“Inuvo”)

(b)

Address of Issuer’s Principal Executive Offices
500 President Clinton Avenue, Suite 300, Little Rock, AR 72201

(a)

Name of Person Filing
NetSeer, Inc. (“NetSeer”)

(b)

Address of the Principal Office or, if none, residence
150 Mathilda Pl, Suite 102, Sunnyvale, CA 94086

(c)

Citizenship
Delaware

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
46122W204

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

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);

(j)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

CUSIP No. 46122W204

13G

Page 4 of 5 Pages

(a)

Amount beneficially owned:  3,529,000

(b)

Percent of class:  12.4%(1)

(c)

Number of shares as to which the person has:  

(i)

Sole power to vote or to direct the vote:  2,999,650 (2).

(ii)

Shared power to vote or to direct the vote:  0.

(iii)

Sole power to dispose or to direct the disposition of:  3,529,000 (2).

(iv)

Shared power to dispose or to direct the disposition of:  0.

(1)

The ownership percentage of NetSeer has been calculated on the basis of 28,443,577 Common Stock of Inuvo outstanding immediately prior to February 16, 2017.

(2)

Pursuant to a Lock Up Agreement by and between Inuvo and NetSeer, dated February 6, 2017 (the “Effective Date”), NetSeer has agreed, subject to certain exceptions, not to sell or otherwise transfer any of the Common Stock beneficially owned by it for a period of 180 days after the Effective Date. In addition, pursuant to an Escrow Agreement by and between Inuvo and NetSeer dated as of the Effective Date, NetSeer has agreed to deposit 529,350 shares of Common Stock beneficially owned by it (the “Escrow Shares”) in escrow for twelve months following the Effective Date and during such time shall have no voting rights or other rights as a stockholder with respect to the Escrow Shares.

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, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP No. 46122W204

13G

Page 5 of 5 Pages

Date

NetSeer, Inc.

By:/s/ John Mracek

John Mracek

Chief Executive Officer