SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARINO ROGER M

(Last)

(First)

(Middle)

C/O TECHTARGET, INC.

117 KENDRICK ST, SUITE 800

(Street)

NEEDHAM

02494

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TechTarget Inc [ TTGT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/24/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	05/22/2007		C		3,100,168	A	⁽¹⁾	3,100,168	D
Common Stock, par value $0.001	05/22/2007		C		462,021	A	⁽¹⁾	462,021	I	By GRAM, L.P.
Common Stock, par value $0.001	05/22/2007		C		700,000	A	⁽¹⁾	700,000	I	By ROGRAM, LLC⁽⁴⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	05/22/2007		C			12,400,676	⁽²⁾	⁽³⁾	Common Stock	3,100,168	⁽¹⁾	0	D
Series A Preferred Stock	⁽¹⁾	05/22/2007		C			1,848,087	⁽²⁾	⁽³⁾	Common Stock	462,021	⁽¹⁾	0	I	By GRAM L.P
Series A Preferred Stock	⁽¹⁾	05/22/2007		C			2,800,000	⁽²⁾	⁽³⁾	Common Stock	700,000	⁽¹⁾	0	I	By ROGRAM. LLC⁽⁴⁾

Explanation of Responses:

1. Each outstanding share of the Issuer?s Series A Preferred Stock automatically converted into 0.25 shares of the Issuer?s Common Stock upon the closing of the initial public offering of the Issuer?s Common Stock (?IPO?).

2. Immediately.

3. Not applicable.

4. The report originally filed on Form 4 by the reporting person on May 24, 2007 is hereby being amended and restated solely for the purpose of deleting the line item which appeared in both Table I and Table II of the original Form 4 erroneously reporting that the reporting person was the indirect beneficial owner of the 462,021 shares of the Company's Common Stock held by RLLM, L.P. The reporting person is not a beneficial owner of these shares nor was he on May 24, 2007 and so the line item should not have been included in Table I or Table II of the original From 4 filed by the reporting person.

Remarks:

	/s/ Rick Olin, Attorney-in-Fact	11/30/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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