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 * MILLICHAP WILLIAM A   2. Issuer Name and Ticker or Trading Symbol LoopNet, Inc. [LOOP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE MARCUS & MILLICHAP COMPANY, 2626 HANOVER STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2007 (Street) PALO ALTO, CA 94304 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               31,356 (1) 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)

$ 19.06

05/23/2007(2)

A(2)

10,500

05/23/2008(3)

05/22/2014

Common Stock

10,500

$ 0

10,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MILLICHAP WILLIAM A C/O THE MARCUS & MILLICHAP COMPANY 2626 HANOVER STREET PALO ALTO, CA 94304	X

Signatures

/s/ Maria Valles, Attorney-in-Fact		05/23/2007
**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)	Since the reporting person's last report, (i) 426,177 shares previously held by LoopNet Holdings LLC -- through which M&M Loop Holdings, LLC, an investment entity of The Marcus & Millichap Company, held the majority of the voting powers through the LoopNet Holdings LLC operating agreement -- have been distributed to M&M Loop Holdings, LLC, (ii) M&M Loop Holdings, LLC has distributed an aggregate of 1,157,883 shares to its members in accordance with its operating agreement and (iii) 31,356 of the shares distributed to M&M Venture Holdings, LLC, a member of M&M Loop Holdings, LLC, were distributed to the reporting person.
(2)	Pursuant to the Issuer's Director Compensation Policy, option was automatically granted on the date of the Issuer's 2007 Annual Meeting of Stockholders.
(3)	100% of the shares subject to the option vest on the earlier of (i) the one year anniversary of the date of grant and (ii) the date immediately preceding the date of the Company's 2008 Annual Meeting of Stockholders.

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