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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Kodiak Ventures Management Company, Inc. (Last) (First) (Middle) C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 (Street) WELLESLEY MA 02481 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CHANNELADVISOR CORP [ ECOM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization
	3. Date of Earliest Transaction (Month/Day/Year) 02/10/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2014		J(1)		2,181,229(2)	D	$0	27,540(3)	I	See footnote(4)
Common Stock	02/11/2014		S		27,540(5)	D	$39.7559	0	I	See footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Kodiak Ventures Management Company, Inc. (Last) (First) (Middle) C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* KODIAK III ENTREPRENEURS FUND L P (Last) (First) (Middle) C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 (Street) WELLESLEY MA 02481 (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* KODIAK VENTURE PARTNERS III LP (Last) (First) (Middle) C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 (Street) WELLESLEY MA 02481 (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* KODIAK VENTURE PARTNERS II ALP (Last) (First) (Middle) C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 (Street) WELLESLEY MA 02481 (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* KODIAK VENTURE PARTNERS IIBLP (Last) (First) (Middle) C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 (Street) WELLESLEY MA 02481 (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. Pro rata distribution of Common Stock held by a limited partnership to its partners for no consideration.

2. Represents shares distributed by KVP IIA, KVP IIB, KVP III and KVP IIIEF (each as defined in note 4) to its respective partners for no consideration. KVP IIA distributed 1,538,483 shares, KVP IIB distributed 337,831 shares, KVP III distributed 297,558 shares and KVP IIIEF distributed 7,357 shares. Each of KVP IIA, KVP IIB, KVP III and KVP IIIEF did not beneficially own any shares after such distributions.

3. KVM II and KVM III (each as defined in note 4) received an aggregate of 27,540 shares in connection with the distributions described in note 2. Accordingly, Kodiak VMC (as defined in note 4) retained beneficial ownership of 27,540 shares after the distribution.

4. The general partner of Kodiak Venture Partners II-A, L.P. ("KVP IIA") and Kodiak Venture Partners II-B, L.P. ("KVP IIB") is Kodiak Ventures Management II, L.P. ("KVM II). The general partner of KVM II is Kodiak Ventures Management Company, Inc. ("Kodiak VMC"). The general partner of Kodiak Venture Partners III, L.P. ("KVP III") and Kodiak III Entrepreneurs Fund, L.P. ("KVP III EF") is Kodiak Ventures Management III, L.P. ("KVM III"). The general partner of KVM III is Kodiak Ventures Management Company (GP), LLC ("KVMC GP") and the managing member of KVMC GP is Kodiak VMC. Mr. Louis Volpe serves as the representative of Kodiak VMC on the board of directors of the issuer as a director by deputization.

5. Represents shares sold by KVM II and KVM III. KVM II sold 19,386. KVM III sold 8,154 shares.

Remarks:

	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc.	02/12/2014
	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the managing member of Kodiak Ventures Management Company (GP), LLC, the GP of Kodiak Ventures Management III, L.P., the GP of Kodiak III Entrepreneurs Fund, L.P.	02/12/2014
	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the managing member of Kodiak Ventures Management Company (GP), LLC, the GP of Kodiak Ventures Management III, L.P., the GP of Kodiak Venture Partners III, L.P.	02/12/2014
	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the GP of Kodiak Ventures Management II, L.P., the GP of Kodiak Ventures Partners II-A, L.P.	02/12/2014
	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the GP of Kodiak Ventures Management II, L.P., the GP of Kodiak Ventures Partners II-B, L.P.	02/12/2014
	** Signature of Reporting Person	Date
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