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
	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 MD 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) 08/07/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/07/2012		C		8,316,251(1)	A	$0.00	8,316,251	I	See footnotes(2)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(4)	08/07/2012		C			12,124,650	(4)	(4)	Common Stock	4,849,859	(4)	0	I	See footnotes(2)(3)
Series B Convertible Preferred Stock	(4)	08/07/2012		C			4,767,876	(4)	(4)	Common Stock	1,907,150	(4)	0	I	See footnotes(2)(3)
Series C Convertible Preferred Stock	(4)	08/07/2012		C			3,898,107	(4)	(4)	Common Stock	1,559,242	(4)	0	I	See footnotes(2)(3)

Explanation of Responses:

1. Represents the total number of shares received upon conversion of shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares"), Series B Convertible Preferred Stock (the "Series B Shares") and Series C Convertible Preferred Stock (the "Series C Shares" and together with the Series A Shares and Series B Shares, collectively, the "Preferred Shares").

2. As of the date hereof, JMI Equity Fund IV, L.P. ("Fund IV") owns an aggregate of 7,706,011 shares of Common Stock after conversion of the Series A Shares, Series B Shares and Series C Shares. Prior to the Issuer's initial public offering Fund IV owned 11,234,952 Series A Shares, 4,418,013 Series B Shares and 3,612,067 Series C Shares. As of the date hereof JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)" and together with Fund IV, collectively the "Equity IV Funds") owns an aggregate of 610,240 shares of Common Stock after conversion of the Series A Shares, Series B Shares and Series C Shares. Prior to the Issuer's initial public offering Fund IV (AI) owned 889,698 Series A Shares, 349,863 Series B Shares and 286,040 Series C Shares.

3. Mr. Woloson is a managing member of JMI Associates IV, L.L.C., the general partner of the Equity IV Funds. Mr. Woloson disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by the Equity IV Funds (collectively, the "Equity IV Fund Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Equity IV Fund Shares, except to the extent of his pecuniary interest, if any, in the Equity IV Fund Shares by virtue of his membership interest in JMI Associates IV, L.L.C.

4. Effective upon the closing of the Issuer's initial public offering of its Common Stock, each Preferred Share automatically converted at a ratio of 5-to-2 into the number of shares of Common Stock shown in column 7. The Preferred Shares had no expiration date.

Remarks:

	/s/ Bradford D. Woloson	08/07/2012
	** 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).
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