SEC FORM 4

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^*

PACITTI CHRISTOPHER A

(Last)

(First)

(Middle)

300 WEST SIXTH STREET, SUITE 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bazaarvoice Inc [ BV ]

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)
02/29/2012

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

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

	Form filed by One Reporting Person
X	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	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)
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⁾	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^*

PACITTI CHRISTOPHER A

(Last)

(First)

(Middle)

300 WEST SIXTH STREET, SUITE 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AUSTIN VENTURES VIII LP

(Last)

(First)

(Middle)

300 WEST SIXTH STREET, SUITE 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AV PARTNERS VIII LP

(Last)

(First)

(Middle)

300 WEST SIXTH STREET, SUITE 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARAGONA JOSEPH C

(Last)

(First)

(Middle)

300 WEST SIXTH STREET, SUITE 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DEANGELIS KENNETH P

(Last)

(First)

(Middle)

300 WEST SIXTH STREET, SUITE 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

THORNTON JOHN D

(Last)

(First)

(Middle)

300 WEST SIXTH STREET, SUITE 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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).
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