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^*

HOAG JAY C

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TechTarget Inc [ Z ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			May be part of 13(g) group

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2011

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)
Class A Common Stock	07/19/2011		C⁽¹⁾		2,202,081⁽¹⁾	A	⁽¹⁾	2,202,081	I	TCV V, L.P.⁽²⁾
Class A Common Stock	07/19/2011		C⁽¹⁾		42,358⁽¹⁾	A	⁽¹⁾	42,358	I	TCV Member Fund, L.P.⁽³⁾
Class A Common Stock	07/19/2011		C⁽¹⁾		330,167⁽¹⁾	A	⁽¹⁾	2,532,248	I	TCV V, L.P.⁽²⁾
Class A Common Stock	07/19/2011		C⁽¹⁾		6,498⁽¹⁾	A	⁽¹⁾	48,856	I	TCV Member Fund, L.P.⁽³⁾
Class A Common Stock	07/19/2011		C⁽¹⁾		1,468,520⁽¹⁾	A	⁽¹⁾	4,000,768	I	TCV V, L.P.⁽²⁾
Class A Common Stock	07/19/2011		C⁽¹⁾		28,856⁽¹⁾	A	⁽¹⁾	77,712	I	TCV Member Fund, L.P.⁽³⁾

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⁾	07/19/2011		C⁽¹⁾			7,443,035	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,202,081⁽¹⁾	$0⁽¹⁾	0	I	TCV V, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	07/19/2011		C⁽¹⁾			143,171	⁽¹⁾	⁽¹⁾	Class A Common Stock	42,358⁽¹⁾	$0⁽¹⁾	0	I	TCV Member Fund, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾	07/19/2011		C⁽¹⁾			1,115,967	⁽¹⁾	⁽¹⁾	Class A Common Stock	330,167⁽¹⁾	$0⁽¹⁾	0	I	TCV V, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/19/2011		C⁽¹⁾			21,964	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,498⁽¹⁾	$0⁽¹⁾	0	I	TCV Member Fund, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	07/19/2011		C⁽¹⁾			4,963,603	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,468,520⁽¹⁾	$0⁽¹⁾	0	I	TCV V, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/19/2011		C⁽¹⁾			97,537	⁽¹⁾	⁽¹⁾	Class A Common Stock	28,856⁽¹⁾	$0⁽¹⁾	0	I	TCV Member Fund, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

HOAG JAY C

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			May be part of 13(g) group

1. Name and Address of Reporting Person^*

KIMBALL RICK

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

DREW JOHN

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

REYNOLDS JON Q JR

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

GRIFFITH WILLIAM

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

TECHNOLOGY CROSSOVER MANAGEMENT V LLC

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

TCV V LP

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

TCV MEMBER FUND L P

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

Explanation of Responses:

1. The Preferred Stock converted into Class A Common Stock on a 3.38-to-1 basis upon the effectiveness of the issuer's registration statement on Form S-1 under the Securities Act of 1933, filed in connection with the issuer's initial public offering, and had no expiration date. Any fractional share resulting from the conversion was cashed out.

2. These shares are directly held by TCV V, L.P. Each of Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and William J.G. Griffith IV (collectively the "TCM Members") are Class A Members of Technology Crossover Management V, L.L.C. ("TCM V"), which is the sole general partner of TCV V, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV V, L.P., but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

3. These shares are directly held by TCV Member Fund, L.P. Each of the TCM Members are (i) Class A Members of TCM V, which is a general partner of TCV Member Fund, L.P., and (ii) limited partners of TCV Member Fund, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV Member Fund, L.P., but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

Remarks:

	Frederic D. Fenton, Authorized signatory for Jay C. Hoag	07/21/2011
	Frederic D. Fenton, Authorized signatory for Richard H. Kimball	07/21/2011
	Frederic D. Fenton, Authorized signatory for John L. Drew	07/21/2011
	Frederic D. Fenton, Authorized signatory for Jon Q. Reynolds, Jr.	07/21/2011
	Frederic D. Fenton, Authorized signatory for William J.G. Griffith IV	07/21/2011
	Frederic D. Fenton, Authorized signatory for Technology Crossover Management V, L.L.C.	07/21/2011
	Frederic D. Fenton, Authorized signatory for TCV V, L.P.	07/21/2011
	Frederic D. Fenton, Authorized signatory for TCV Member Fund, L.P.	07/21/2011
	** 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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