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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bazaarvoice Inc [ BV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/29/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/29/2012 | C | 13,096,110 | A | (1) | 13,096,110 | I(2) | By Austin Ventures VIII, L.P.(2) | ||
Common Stock | 02/29/2012 | C | 1,919,691 | A | (3) | 15,015,801 | I(2) | By Austin Ventures VIII, L.P.(2) | ||
Common Stock | 02/29/2012 | C | 546,993 | A | (4) | 15,562,794 | I(2) | By Austin Ventures VIII, L.P.(2) | ||
Common Stock | 02/29/2012 | C | 576,923 | A | (5) | 16,139,717 | I(2) | By Austin Ventures VIII, L.P.(2) | ||
Common Stock | 02/29/2012 | S | 1,613,972 | D | $12 | 14,525,745 | I(2) | By Austin Ventures VIII, L.P.(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (1) | 02/29/2012 | C | 13,096,110 | (1) | (1) | Common Stock | 13,096,110 | (1) | 0 | I(2) | By Austin Ventures VIII, L.P.(2) | |||
Series B Preferred Stock | (3) | 02/29/2012 | C | 1,919,691 | (3) | (3) | Common Stock | 1,919,691 | (3) | 0 | I(2) | By Austin Ventures VIII, L.P.(2) | |||
Series C Preferred Stock | (4) | 02/29/2012 | C | 546,993 | (4) | (4) | Common Stock | 546,993 | (4) | 0 | I(2) | By Austin Ventures VIII, L.P.(2) | |||
Series D Preferred Stock | (5) | 02/29/2012 | C | 576,923 | (5) | (5) | Common Stock | 576,923 | (5) | 0 | I(2) | By Austin Ventures VIII, L.P.(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Series A Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
2. The reported securities are owned directly by Austin Ventures VIII, L.P. The general partner of Austin Ventures VIII, L.P. is AV Partners VIII, L.P. Joseph C. Aragona, Kenneth P. DeAngelis, Christopher A. Pacitti and John D. Thornton are the general partners of AV Partners VIII, L.P. and have voting and investment power over the shares held by Austin Ventures VIII, L.P. Such persons and entities disclaim beneficial ownership of the shares held by Austin Ventures VIII, L.P. except to the extent of any pecuniary interest therein. |
3. The Series B Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
4. The Series C Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
5. The Series D Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
Remarks: |
Joseph C. Aragona, Kenneth P. DeAngelis, Christopher A. Pacitti and John D. Thornton are the general partners of AV Partners VIII, L.P., which serves as the general partner of Austin Ventures VIII, L.P. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such reporting person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such reporting person, and this report shall not be deemed an admission that such reporting person is the beneficial owner of any securities for purposes of Section 16 or for any other purpose. |
/s/ Bryan C. Barksdale (as Attorney-in-Fact for Christopher A. Pacitti) | 02/29/2012 | |
/s/ Bryan C. Barksdale (as Attorney-in-Fact for Austin Ventures VIII, L.P.) | 02/29/2012 | |
/s/ Bryan C. Barksdale (as Attorney-in-Fact for AV Partners VIII, L.P.) | 02/29/2012 | |
/s/ Bryan C. Barksdale (as Attorney-in-Fact for Joseph C. Aragona) | 02/29/2012 | |
/s/ Bryan C. Barksdale (as Attorney-in-Fact for Kenneth P. DeAngelis) | 02/29/2012 | |
/s/ Bryan C. Barksdale (as Attorney-in-Fact for John D. Thornton) | 02/29/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |