-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RrbXdJc2xIzFkjJdVh4RcX0uZa22GgkYl1thZ09WUTkRQpKuclp4eBcyLAXWotMD WLUdpScW5i+P6XJmBDdKQg== 0000950134-07-012728.txt : 20070601 0000950134-07-012728.hdr.sgml : 20070601 20070601151828 ACCESSION NUMBER: 0000950134-07-012728 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070601 DATE AS OF CHANGE: 20070601 GROUP MEMBERS: HENRY J FEINBERG GROUP MEMBERS: JAY C HOAG GROUP MEMBERS: JOHN L DREW GROUP MEMBERS: JON Q REYNOLDS JR GROUP MEMBERS: RICHARD H KIMBALL GROUP MEMBERS: TCV MEMBER FUND LP GROUP MEMBERS: TECHNOLOGY CROSSOVER MANAGEMENT V LLC GROUP MEMBERS: WILLIAM J G GRIFFITH IV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TechTarget Inc CENTRAL INDEX KEY: 0001293282 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82910 FILM NUMBER: 07894062 BUSINESS ADDRESS: STREET 1: 117 KENDRICK ST STREET 2: SUITE 800 CITY: NEEDHAM STATE: MA ZIP: 02492 BUSINESS PHONE: 781-657-1000 MAIL ADDRESS: STREET 1: 117 KENDRICK ST STREET 2: SUITE 800 CITY: NEEDHAM STATE: MA ZIP: 02492 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCV V LP CENTRAL INDEX KEY: 0001274664 IRS NUMBER: 320103806 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 528 RAMONA ST CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-8215 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13D 1 f30818sc13d.htm SCHEDULE 13D sc13d
 

     
 
OMB APPROVAL
  
 
OMB Number: 3235-0145
  
 
Expires: February 28, 2009
  
 
Estimated average burden hours per response...14.5
  
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)

Under the Securities Exchange Act of 1934
(Amendment No.      )*

TECHTARGET, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
87874R 10 0
(CUSIP Number)
Carla S. Newell
c/o Technology Crossover Ventures
528 Ramona Street
Palo Alto, California 94301
(650) 614-8200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 22, 2007
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
 
  

 

           
1   NAMES OF REPORTING PERSONS:

TCV V, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  See item 2 for identification of the General Partner
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  DELAWARE
       
  7   SOLE VOTING POWER:
     
NUMBER OF   12,150,808 SHARES OF COMMON STOCK (A)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0- SHARES OF COMMON STOCK
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   12,150,808 SHARES OF COMMON STOCK (A)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0- SHARES OF COMMON STOCK
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  12,150,808 SHARES OF COMMON STOCK (A)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  31.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN
(A) Please see Item 5.

 

                     
CUSIP No.
  
 
  

 

           
1   NAMES OF REPORTING PERSONS:

TCV Member Fund, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  See item 2 for identification of a General Partner
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  DELAWARE
       
  7   SOLE VOTING POWER:
     
NUMBER OF   231,106 SHARES OF COMMON STOCK (A)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0- SHARES OF COMMON STOCK
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   231,106 SHARES OF COMMON STOCK (A)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0- SHARES OF COMMON STOCK
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  231,106 SHARES OF COMMON STOCK (A)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  Less than 1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN
(A) Please see Item 5.

 

                     
CUSIP No.
  
 
  

 

           
1   NAMES OF REPORTING PERSONS:

Technology Crossover Management V, L.L.C.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  See item 2 for identification of the Managing Members
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  DELAWARE
       
  7   SOLE VOTING POWER:
     
NUMBER OF   12,381,914 SHARES OF COMMON STOCK (A)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0- SHARES OF COMMON STOCK
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   12,381,914 SHARES OF COMMON STOCK (A)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0- SHARES OF COMMON STOCK
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  12,381,914 SHARES OF COMMON STOCK (A)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  31.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(A) Please see Item 5.

 

                     
CUSIP No.
  
 
  

 

           
1   NAMES OF REPORTING PERSONS:

JAY C. HOAG
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER:
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   12,381,914 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    12,381,914 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  12,381,914 SHARES OF COMMON STOCK (A)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  31.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(A) Please see Item 5.

 

                     
CUSIP No.
  
 
  

 

           
1   NAMES OF REPORTING PERSONS:

RICHARD H. KIMBALL
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER:
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   12,381,914 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    12,381,914 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  12,381,914 SHARES OF COMMON STOCK (A)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  31.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(A) Please see Item 5.

 

                     
CUSIP No.
  
 
  

 

           
1   NAMES OF REPORTING PERSONS:

JOHN L. DREW
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER:
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   12,381,914 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    12,381,914 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  12,381,914 SHARES OF COMMON STOCK (A)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  31.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(A) Please see Item 5.

 

                     
CUSIP No.
  
 
  

 

           
1   NAMES OF REPORTING PERSONS:

JON Q. REYNOLDS JR.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER:
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   12,381,914 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    12,381,914 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  12,381,914 SHARES OF COMMON STOCK (A)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  31.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(A) Please see Item 5.

 

                     
CUSIP No.
  
 
  

 

           
1   NAMES OF REPORTING PERSONS:

WILLIAM J. G. GRIFFITH IV
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER:
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   12,381,914 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    12,381,914 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  12,381,914 SHARES OF COMMON STOCK (A)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  31.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(A) Please see Item 5.

 

                     
CUSIP No.
  
 
  

 

           
1   NAMES OF REPORTING PERSONS:

HENRY J. FEINBERG
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  AF, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER:
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   12,381,914 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    12,381,914 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  12,381,914 SHARES OF COMMON STOCK (A)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  31.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(A) Please see Item 5.

 

ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of TechTarget, Inc., a Delaware corporation (“TechTarget” or the “Company”). The Company’s principal executive offices are located at 117 Kendrick Street, Suite 800, Needham, Massachusetts 02494.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f). This statement is being filed by (1) TCV V, L.P., a Delaware limited partnership (“TCV V”), (2) TCV Member Fund, L.P., a Delaware limited partnership (“Member Fund”), (3) Technology Crossover Management V, L.L.C., a Delaware limited liability company (“Management V”), (4) Jay C. Hoag (“Mr. Hoag”), (5) Richard H. Kimball (“Mr. Kimball”), (6) John L. Drew (“Mr. Drew”), (7) Jon Q. Reynolds Jr. (“Mr. Reynolds”), (8) William J. G. Griffith IV (“Mr. Griffith”), and (9) Henry J. Feinberg (“Mr. Feinberg”) (Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Griffith and Mr. Feinberg are collectively referred to as the “Members”). TCV V, Member Fund, Management V and the Members are sometimes collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 1 hereto.
TCV V, Member Fund and Management V are each principally engaged in the business of investing in securities of privately and publicly held companies. Management V is the sole general partner of TCV V and a general partner of the Member Fund. The address of the principal business and office of each of TCV V, Member Fund and Management V is 528 Ramona Street, Palo Alto, California 94301.
Each of the Members is a Class A Member of Management V, the Members are each United States citizens, and the present principal occupation of each is a venture capital investor. The business address of each Member is 528 Ramona Street, Palo Alto, California 94301.
(d), (e). During the last five years, none of TCV V, Member Fund, Management V or the Members has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of a Series B Preferred Stock Purchase Agreement dated May 21, 2004, (the “B Purchase Agreement”) by and between the Company on the one hand, and TCV V and Member Fund (“TCV Funds”), on the other hand, the Company agreed to sell and TCV V and Member Fund agreed to purchase 36,083,135 and 681,570 shares of Series B Preferred Stock, respectively, at a purchase price of $1.36 per share. In consideration for the B Shares, the TCV Funds paid the Company an aggregate of $49,999,998.80. To give the effect of the reverse stock split each B Share converted into 0.25 shares of Common Stock upon the closing of the Company’s initial public offering (the “IPO”), such that the TCV V and Member Fund received 9,020,783 and 170,392 shares of Common Stock, respectively, as a result of such conversion.
The source of the funds for the acquisition of the B Shares by the TCV Funds was capital contributions from their respective partners.
Pursuant to the terms of a Series C Preferred Stock Purchase Agreement dated December 20, 2004 (the “C Purchase Agreement”) by and among the Company on the one hand, and the TCV Funds, on the other hand, the Company agreed to sell and TCV V and Member Fund agreed to purchase 4,976,648 and 94,003 shares of Series C Preferred Stock (the “C Shares”), at a purchase price of $1.4791 per share. In consideration for the C Shares, the TCV Funds paid the Company an aggregate of $7,499,999.90. To give the effect of the reverse stock split each C Share converted into 0.25 shares of Common Stock upon the closing of the Company’s IPO, such that the TCV V and Member Fund received 1,244,162 and 23,500 shares of Common Stock, respectively, as a result of such conversion
The source of the funds for the acquisition of the C Shares by the TCV Funds was capital contributions from their respective partners.
On May 22, 2006, TCV V and Member Fund purchased 1,885,863 and 37,214 shares of Common Stock respectively from the underwriters in the Company’s IPO at $13.00 per share, which was the initial price to the public (the “IPO Shares”).
The source of funds for the acquisition of the IPO Shares by TCV V and Member Fund was capital contributions from their respective partners.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the securities referenced in Item 3 for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock in the open market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended, in privately negotiated transactions or otherwise and/or retain and/or sell or otherwise dispose of all or a portion of their shares in the open market, through transactions registered under the Securities Act, through privately negotiated transactions or through distributions to their respective partners or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.

 

 

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b). As of the close of business on May 22, 2007, TCV V, Member Fund, Management V and the Members owned, directly and indirectly, an aggregate of 12,381,914 shares as follows:
                 
Name of Investor   Number of Total Shares   Percentage of Outstanding Shares(*)
 
TCV V
    12,150,808       31.1 %
Member Fund
    231,106     Less than 1%
Management V
    12,381,914       31.7% (**)
Mr. Hoag
    12,381,914       31.7% (**)
Mr. Kimball
    12,381,914       31.7% (**)
Mr. Drew
    12,381,914       31.7% (**)
Mr. Reynolds
    12,381,914       31.7% (**)
Mr. Griffith
    12,381,914       31.7% (**)
Mr. Feinberg
    12,381,914       31.7% (**)
 
(*)   all percentages in this table are based on the 39,059,534 shares of Common Stock of the Company outstanding after the Closing of the Company’s IPO as reported in the prospectus, dated as of May 16, 2007, as filed by the Company with the Securities and Exchange Commission on May 17, 2007 pursuant to Rule 424(b)(4).
 
(**)   Certain Reporting Persons disclaim beneficial ownership as set forth below.
Each of the TCV Funds has the sole power to dispose or direct the disposition of the shares by the TCV Funds and has the sole power to direct the voting of its respective shares held by the TCV Funds. Management V, as a general partner of the TCV Funds, may also be deemed to have the sole power to dispose or direct the disposition of the shares and held by the TCV Funds and have the sole power to direct the vote of the shares held by the TCV Funds. Management V disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Each of the Members is a Class A member of Management V. Under the operating agreement of Management V, the Members have the shared power to dispose or direct the disposition of the shares held by TCV Funds and the shared power to direct the vote of the shares held by the TCV Funds. Each of the Members disclaims beneficial ownership of the securities owned by TCV Funds except to the extent of their pecuniary interest therein.
The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.
(c) Except as set forth in this Item 5(a) — (b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.
(d). Not applicable.
(e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
REGISTRATION RIGHTS AGREEMENT
Pursuant to the Second Amended and Restated Investors’ Rights Agreement dated December 20, 2004 (the “Rights Agreement”) by and between the Company on the one hand, and TCV Funds and certain other parties on the other hand, the Company agreed to register, to the extent requested by the TCV Funds, shares of capital stock of the Company held by TCV Funds. Such registration rights include rights to request inclusion of the shares held by the TCV Funds in subsequent offerings initiated by the Company as well as to request of registration of

 

 

their shares on Forms S-1 and S-2, in all cases subject to certain limitations as set forth in the Rights Agreement. The Company is obligated to pay all expenses (other than underwriting discounts and commissions) incurred in connection with such registrations. The Company has agreed to indemnify the TCV Funds and related persons against certain liabilities under securities laws in connection with the sale of securities under such registrations.
A copy of the Rights Agreement is attached hereto as Exhibit 2 and is incorporated by reference herein.
Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Company, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement
Exhibit 2 Second Amended and Restated Investors’ Rights Agreement dated December 20, 2007 (incorporated by reference from Exhibit 10.1 to the TechTarget Inc.’s Registration Statement on Form S-1 filed on February 7, 2007)
Exhibit 3 Statement Appointing Designated Filer and Authorized Signatories dated May 9, 2006 (incorporated by reference from Exhibit 3 to the Penson Worldwide Inc.’s form 13D filed on May 24, 2006)

 

 

SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
     
Dated: June 1, 2007
   
 
    
TCV V, L.P.
    
 
    
By: /s/ Carla S. Newell
    
 
     
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
TCV MEMBER FUND, L.P.
    
 
    
By: /s/ Carla S. Newell
 
     
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
TECHNOLOGY CROSSOVER MANAGEMENT V, L.L.C.
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
JAY C. HOAG
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
RICHARD H. KIMBALL
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
JOHN L. DREW
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
JON Q. REYNOLDS JR.
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    

 

 

     
WILLIAM J. G. GRIFFITH IV
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
HENRY J. FEINBERG
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    

 

 

EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
Exhibit 2 Second Amended and Restated Investors’ Rights Agreement dated December 20, 2007 (incorporated by reference from Exhibit 10.1 to the TechTarget Inc.’s Registration Statement on Form S-1 filed on February 7, 2007)
Exhibit 3 Statement Appointing Designated Filer and Authorized Signatories dated May 9, 2006 (incorporated by reference from Exhibit 3 to the Penson Worldwide Inc.’s form 13D filed on May 24, 2006)

 

 

EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of TechTarget, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 1st day of June, 2007.
     
TCV V, L.P.
   
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
TCV MEMBER FUND, L.P.
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
TECHNOLOGY CROSSOVER MANAGEMENT V, L.L.C.
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
JAY C. HOAG
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
RICHARD H. KIMBALL
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
JOHN L. DREW
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
JON Q. REYNOLDS JR.
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    

 

 

     
WILLIAM J. G. GRIFFITH IV
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    
 
    
HENRY J. FEINBERG
    
 
    
By: /s/ Carla S. Newell
 
    
Name: Carla S. Newell
    
Its: Authorized Signatory
    

 

-----END PRIVACY-ENHANCED MESSAGE-----