UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
go2net, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
383 486 107
(CUSIP Number)
Check the following box to designate the rule pursuant to which this
Schedule is filed:
___ Rule 13d-1(b)
___ Rule 13d-1(c)
___ Rule 13d-1(d)
*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).
Check the following box if a fee is being paid with this
statement [ ].
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CUSIP No. 383 486 107 SCHEDULE 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Russell C. Horowitz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number 5 SOLE VOTING POWER
of shares
benefic- 1,387,306
ially
owned
by each
reporting
person
with
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,387,306
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,306
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22%
12 TYPE OF REPORTING PERSON
IN
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CUSIP No. 383 486 107 SCHEDULE 13G Page 3 of 6 Pages
Item 1(a) Name of Issuer:
go2net, Inc.
Item 1(b) Address of Issuer's principal executive offices:
999 Third Avenue
Suite 4700
Seattle, WA 98104
Item 2(a) Name of person filing:
Russell C. Horowitz
Item 2(b) Address of principal business office or, if none, residence:
c/o go2net, Inc.
999 Third Avenue
Suite 4700
Seattle, WA 98104
Item 2(c) Citizenship:
U.S.A.
Item 2(d) Title of class of securities:
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
383 486 107
Item 3 If Statement filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing is a:
(a) |_| Broker or Dealer
(b) |_| Bank
(c) |_| Insurance Company
(d) |_| Investment Company
(e) |_| Investment Advisor
(f) |_| Employee Benefit Plan, Pension Fund or Endowment
Fund
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CUSIP No. 383 486 107 SCHEDULE 13G Page 4 of 6 Pages
(g) |_| Parent Holding Company
(h) |_| Group
Item 4 Ownership:
(a) Amounts beneficially owned:
As of December 31, 1998, Mr. Horowitz directly owned
666,642 shares of the Issuer's common stock
individually, indirectly owned 450,000 shares of the
Issuer's Common Stock through a Company owned 100% by
the reporting person and may be deemed to own 101,914
shares of the Issuer's Common Stock directly owned by
Xanthus Management, LLC, the general partner of
Xanthus Capital, L.P., which received such shares
pursuant to a pro rata distribution from Xanthus
Capital, L.P. on December 24, 1998. The reporting
person is a director and executive officer of
Xanthus Management, L.L.C. In addition, Mr.
Horowitz owned at December 31, 1998
exercisable options to purchase 168,750 shares of the
Issuer's Common Stock.
(b) Percent of class:
Mr. Horowitz could be deemed to be the beneficial
owner, for purposes of Schedule 13G, of 1,387,306
shares of common stock, which would constitute 22%
of the Issuer's 6,312,577 shares of common stock as
of December 31, 1998.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,387,306
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 1,387,306
(iv) shared power to dispose or to direct the disposition
of: 0
Item 5 Ownership of 5% 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 ____.
Item 6 Ownership of more than 5% on behalf of another person:
Not applicable.
Item 7 Identification and classification of the subsidiary which
acquired the security being reported on by the Parent Holding
Company:
Not applicable.
<PAGE>
CUSIP No. 383 486 107 SCHEDULE 13G Page 5 of 6 Pages
Item 8 Identification and classification of members of the Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
Not applicable.
<PAGE>
CUSIP No. 383 486 107 SCHEDULE 13G Page 6 of 6 Pages
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.
Dated: February 11, 1999 /s/Russell C. Horowitz
Russell C. Horowitz
