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^*

Woloson Bradford D

(Last)

(First)

(Middle)

100 INTERNATIONAL DRIVE

SUITE 19100

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Eloqua, Inc. [ ELOQ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2012

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	12/17/2012		J		8,316,251⁽¹⁾⁽²⁾	A	$0	8,316,251⁽¹⁾⁽²⁾	I	See footnote⁽¹⁾⁽²⁾
Common Stock	02/08/2013		S		8,316,251⁽¹⁾⁽²⁾	D	⁽³⁾	0	I	See footnote⁽¹⁾⁽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)

Explanation of Responses:

1. Represents (i) 6,164,809 shares of the Issuer's common stock ("Common Stock") contributed by JMI Equity Fund IV, L.P. ("Fund IV") to JMI Equity Fund IV Trust ("Fund IV Trust") and 1,541,202 shares of Common Stock contributed by Fund IV to JMI Associates IV Trust ("GP IV Trust") on December 17, 2012 and (ii) 488,192 shares of Common Stock contributed by JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)") to JMI Equity Fund IV (AI) Trust ("Fund IV (AI) Trust") and 122,048 shares of Common Stock contributed by Fund IV (AI) to JMI Associates IV (AI) Trust ("GP IV (AI) Trust", and, together with Fund IV Trust, GP IV Trust and Fund IV (AI) Trust, collectively, the "JMI IV Trusts") on December 17, 2012. Each such contribution described herein was made for no consideration, and was made simultaneously with each of the other contributions described in this footnote. Each such contribution was exempt from Section 16 of the Securities Exchange Act pursuant to Rule 16a-13.

2. (continued from Footnote 1) The JMI IV Trusts are irrevocable and Mr. Woloson is a beneficiary of the JMI IV Trusts. Mr. Woloson disclaims Section 16 beneficial ownership of the shares held by the JMI IV Trusts and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by the JMI IV Trusts, except to the extent of his pecuniary interest, if any, in the shares held by the JMI IV Trusts by virtue of being a beneficiary of the JMI IV Trusts.

3. Pursuant to the Agreement and Plan of Merger among the Issuer, OC Acquisition LLC, Oracle Corporation and Esperanza Acquisition Corporation, dated December 19, 2012, each share of the Issuer's common stock will be exchanged for $23.50 in cash, without interest and less any applicable withholding taxes.

	/s/ Bradford D. Woloson	02/08/2013
	** Signature of Reporting Person	Date
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