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^*

Fenton Noel J

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 160

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCIQUEST INC [ SQI ]

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)
02/02/2012

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

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	02/02/2012		J ⁽¹⁾		197,880	D	$0.00	890,461	I	By Trinity Ventures VII, L.P.
Common Stock	02/02/2012		J ⁽²⁾		6,120	D	$0.00	27,540	I	By Trinity VII Side-By-Side Fund, L.P.
Common Stock	02/02/2012		J ⁽³⁾		284,488	D	$0.00	1,280,199	I	By Trinity Ventures VIII, L.P.
Common Stock	02/02/2012		J ⁽⁴⁾		16,218	D	$0.00	72,977	I	By Trinity VIII Side-By-Side Fund, L.P.
Common Stock	02/02/2012		J ⁽⁵⁾		5,294	D	$0.00	23,823	I	By Trinity VIII Entrepreneurs' Fund, L.P.
Common Stock	02/02/2012		J ⁽⁶⁾		1,453	A	$0.00	7,999	I	By Fenton Family 1994 Trust

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)

Explanation of Responses:

1. Represents a pro rata distribution by Trinity Ventures VII, L.P. to its limited partners.

2. Represents a pro rata distribution by Trinity VII Side-By-Side Fund, L.P. to its limited partners.

3. Represents a pro rata distribution by Trinity Ventures VIII, L.P. to its limited partners.

4. Represents a pro rata distribution by Trinity VIII Side-By-Side Fund, L.P. to its limited partners.

5. Represents a pro rata distribution by Trinity VIII Entrepreneurs' Fund, L.P.

6. Represents a pro rata distribution to the Fenton Family 1994 Trust of (i) 265 shares from Trinity Ventures VIII, L.P., (ii) 715 shares from Trinity VIII Side-By-Side Fund, L.P., (iii) 220 shares from Trinity Ventures VII, L.P., and (iv) 253 shares from Trinity VIII Side-By-Side Fund, L.P. The Fenton Family 1994 Trust is a limited partner of each of the foregoing funds.

Remarks:

	/s/ Grant W. Collingsworth, Attorney-in-Fact for Noel J. Fenton	02/06/2012
	** 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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