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).
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CUSIP No. 383 486 107 Page 2 of 6 Pages
1 Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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 USA
Number 5 Sole Voting Power
of Shares
Benefic- 3,671,486
ially
owned
by Each
Reporting
Person
With
6 Shared Voting Power
0
7 Sole Dispositive Power
3,671,486
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,671,486
10 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) |_|
11 Percent of Class Represented by Amount in Row 11
9.2%
12 Type of Reporting Person (See Instructions) IN
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CUSIP No. 383 486 107 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:
USA
Item 2(d) Title of class of securities:
Common Stock, $.01 par share
Item 2(e) CUSIP Number:
383 486 107
Item 3 If Statement filed pursuant to Rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(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 (5 U.S.C. 78c).
(d) |_| Investment company registered under section 8
of the Investment Company Act (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) |_| An employee Benefit Plan, Pension Fund or
Endowment Fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
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CUSIP No. 383 486 107 Page 4 of 6 Pages
(g) |_| A parent holding company or control person
in accordance with Section
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 Section
240.13d-1(b)(1)(ii)(J);
Item 4 Ownership:
(a) Amounts beneficially owned:
As of December 31, 1999, the reporting person directly owned 668,080
shares of the Issuer's common stock individually, indirectly owned
1,800,000 shares of the Issuer's Common Stock through a Company owned
100% by the reporting person and may be deemed to own 407,656 shares
of the Issuer's Common Stock directly owned by Xanthus Management,
LLC. The reporting person is a director and executive officers of
Xanthus Management, LLC. The reporting person disclaims beneficial
ownership of the shares held by Xanthus Management, LLC, except to the
extent of his prcuniary interests therein. In addition, the reporting
person owned at December 31, 1999 exercisable options to purchase
795,750 shares of the Issuer's common stock.
(b) Percent of class:
The reporting person may be deemed to be the beneficial owner for
purposes of Schedule 13G of 3,761,486 shares of common stock, which
would constitute 9.2% of the Issuer's 39,332,636 shares of common
stock outstanding as of December 31, 1999, which includes shares of
Series A Preferred Stock convertible into 9,075,782 shares of common
stock on an as converted basis. The reporting person disclaims
beneficial ownership of the 407,656 shares held by Xanthus Management,
LLC, except to the extent of his pecuniary interests therein.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 3,671,486
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 3,671,486
(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.
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CUSIP No. 383 486 107 Page 5 of 6 Pages
Item 8 Identification and Classification
of Members of the Group: |_| EXHIBIT ATTACHED
Not applicable.
Item 9 Notice of Dissolution of Group: |_| EXHIBIT ATTACHED
Not applicable.
Item 10 Certification: |_| EXHIBIT ATTACHED
Not applicable.
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CUSIP No. 383 486 107 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: /s/Russell C. Horowitz
Russell C. Horowitz
