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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 18)*

infoGROUP Inc.
(Name of Issuer)
Common Stock, $0.0025 par value
(Title of Class of Securities)
456818 30 1
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     o Rule 13d-1(c)

     þ 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).

 
 

 

                     
CUSIP No.
  
456818 30 1 
  

 

           
1   NAMES OF REPORTING PERSONS

Vinod Gupta
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   22,716,992(1)
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   65,000(2)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   22,716,992(1)
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    65,000(2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,781,992(1)(2)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  40.0%(3)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1) Of such 22,716,992 shares of Common Stock, (i) the reporting person is the direct beneficial owner of 17,704,297 shares of Common Stock and 149,999 shares of Common Stock issuable upon the exercise of options vested as of December 31, 2008 or vesting within 60 days of that date; (ii) the reporting person is the indirect beneficial owner of (A) 700,000 shares held by the World Education Foundation, (B) 107,500 shares of Common Stock held by the Vinod Gupta Ch aritable Remainder Trust, (C) 500,000 shares of Common Stock held by the Vinod Gupta 2008 Irrevocable Annuity Trust, (D) 1,000,000 shares of Common Stock held by the Vinod Gupta 2008 Irrevocable Annuity Trust II, and (E) 2,555,196 shares held by irrevocable trusts for three adult children.
(2) Of such 65,000 shares of Common Stock, the reporting person is the indirect beneficial owner of 65,000 shares held by the reporting person’s spouse.
(3) Based on 57,169,029 shares, (i) as of December 31, 2008, there were 57,019,030 shares of Common Stock outstanding and (ii) the reporting person is the direct beneficial owner of 149,999 shares of Common Stock issuable upon the exercise of options vested as of December 31, 2008 or vesting within 60 days of that date.

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Item 1.
(a)   Name of Issuer: infoGROUP Inc.
 
(b)   Address of Issuer’s Principal Executive Offices: 5711 South 86th Circle, Omaha, Nebraska 68127
Item 2.
(a)   Name of Person Filing: Vinod Gupta
 
(b)   Address of Principal Business Office or, if None, Residence: 5711 South 86th Circle, Omaha, Nebraska 68127
 
(c)   Citizenship: United States of America
 
(d)   Title of Class of Securities: Common Stock, $0.0025 par value
 
(e)   CUSIP No.: 456818 30 1
Item 3. If This Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a)   Amount beneficially owned: 22,781,992
(b)   Percent of class: 40.0%(3)
(c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote: 22,716,992(1)
  (ii)   Shared power to vote or to direct the vote: 65,000(2)
 
  (iii)   Sole power to dispose or to direct the disposition of: 22,716,992(1)
 
  (iv)   Shared power to dispose or to direct the disposition of: 65,000(2)

 

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Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent 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.
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.
     
(1)   Of such 22,716,992 shares of Common Stock, (i) the reporting person is the direct beneficial owner of 17,704,297 shares of Common Stock and 149,999 shares of Common Stock issuable upon the exercise of options vested as of December 31, 2008 or vesting within 60 days of that date; (ii) the reporting person is the indirect beneficial owner of (A) 700,000 shares held by the World Education Foundation, (B) 107,500 shares of Common Stock held by the Vinod Gupta Charitable Remainder Trust, (C) 500,000 shares of Common Stock held by the Vinod Gupta 2008 Irrevocable Annuity Trust, (D) 1,000,000 shares of Common Stock held by the Vinod Gupta 2008 Irrevocable Annuity Trust II, and (E) 2,555,196 shares held by irrevocable trusts for three adult children.
 
(2)   Of such 65,000 shares of Common Stock, the reporting person is the indirect beneficial owner of 65,000 shares held by the reporting person’s spouse.
 
(3)   Based on 57,169,029 shares, (i) as of December 31, 2008, there were 57,019,030 shares of Common Stock outstanding and (ii) the reporting person is the direct beneficial owner of 149,999 shares of Common Stock issuable upon the exercise of options vested as of December 31, 2008 or vesting within 60 days of that date.

 

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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.
     
 
  February 13, 2009
 
   
 
  Date
 
    
 
   
 
  Signature
 
    
 
  Vinod Gupta
 
   
 
  Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

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