SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)

(Amendment No. 6)¹

Varsity Group Inc.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

922281100
(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)

¹ 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.		922281100	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield IX, a Delaware Limited Partnership


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON

	PN

Page 2 of 16 Pages


CUSIP No.		922281100	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield IX Management, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON

	OO

Page 3 of 16 Pages


CUSIP No.		922281100	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield Associates Fund IV, a Delaware Limited Partnership


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON

	PN

Page 4 of 16 Pages


CUSIP No.		922281100	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Yogen K. Dalal


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON

	IN

Page 5 of 16 Pages


CUSIP No.		922281100	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) F. Gibson Myers, Jr.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON

	IN

Page 6 of 16 Pages


CUSIP No.		922281100	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Kevin A. Fong


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

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON

	IN

Page 7 of 16 Pages


CUSIP No.		922281100	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) William D. Unger


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON

	IN

Page 8 of 16 Pages


CUSIP No.		922281100	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Wendell G. Van Auken, III


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON

	IN

Page 9 of 16 Pages


CUSIP No.		922281100	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) A. Grant Heidrich, III


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON

	IN

Page 10 of 16 Pages


CUSIP No.		922281100	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Allen L. Morgan


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON

	IN

Page 11 of 16 Pages

Item 1.

	(a)		Name of Issuer:

			Varsity Group Inc.

	(b)		Address of Issuer’s Principal Executive Offices:

2677 Prosperity Avenue, Suite 250
Fairfax, VA 22031

Item 2.

(a)

Name of Persons Filing:

Mayfield IX, a Delaware Limited Partnership
Mayfield IX Management, L.L.C.
Mayfield Associates Fund IV, a Delaware Limited Partnership
Yogen K. Dalal
F. Gibson Myers, Jr.
Kevin A. Fong
William D. Unger
Wendell G. Van Auken, III
A. Grant Heidrich, III
Allen L. Morgan

(b)

Address of Principal Business Office:

c/o Mayfield Fund
2800 Sand Hill Road, Suite 250
Menlo Park, CA 94025

(c)

Citizenship:

Mayfield IX, a Delaware Limited Partnership, and Mayfield Associates Fund IV, a Delaware Limited Partnership, are Delaware limited partnerships.
Mayfield IX Management, L.L.C. is a Delaware limited liability company.
The individuals listed in Item 2(a) are U.S. citizens.

Page 12 of 16 pages.

(d)		Title of Class of Securities:

		Common Stock

(e)		CUSIP Number:

		922281100


Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

		Not applicable


Item 4.		Ownership.

		None of the persons filing this Schedule 13G beneficially own any shares of Common Stock of Varsity Group, Inc. The information regarding ownership as set forth in Items 5-9 of Pages 2-11 hereto is hereby incorporated by reference.


Item 5.		Ownership of Five Percent 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 þ.


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 or Control Person.

		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.

Page 13 of 16 pages.

SIGNATURES

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.

Date: February 12, 2009


		MAYFIELD IX, A DELAWARE LIMITED PARTNERSHIP

		By:		Mayfield IX Management, L.L.C. Its General Partner

		By:		/s/ James T. Beck James T. Beck, Authorized Signatory

		MAYFIELD IX MANAGEMENT, L.L.C.

		By:		/s/ James T. Beck James T. Beck, Authorized Signatory

		MAYFIELD ASSOCIATES FUND IV, A DELAWARE LIMITED PARTNERSHIP

		By:		Mayfield IX Management, L.L.C. Its General Partner

		By:		/s/ James T. Beck James T. Beck, Authorized Signatory

		YOGEN K. DALAL

		By:		/s/ James T. Beck James T. Beck, Attorney In Fact

		F. GIBSON MYERS, JR.

		By:		/s/ James T. Beck James T. Beck, Attorney In Fact

				/s/ Kevin A. Fong KEVIN A. FONG

Page 14 of 16 pages.


		WILLIAM D. UNGER

		By:		/s/ James T. Beck James T. Beck, Attorney In Fact

		WENDELL G. VAN AUKEN, III

		By:		/s/ James T. Beck James T. Beck, Attorney In Fact

		A. GRANT HEIDRICH, III

		By:		/s/ James T. Beck James T. Beck, Attorney In Fact

		ALLEN L. MORGAN

		By:		/s/ James T. Beck James T. Beck, Attorney In Fact

Page 15 of 16 pages.

EXHIBIT INDEX


Exhibit 1 -		“JOINT FILING AGREEMENT” is hereby incorporated by reference to Exhibit 1 to the Statement on Schedule 13G dated February 13, 2001.


Exhibit 2 -		“POWERS OF ATTORNEY” is hereby incorporated by reference to Exhibit 2 to the Statement on Schedule 13G dated February 13, 2001.

Page 16 of 16 pages.

VARSITY GROUP INC SC 13G/A