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*
Yuan David

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ExactTarget, Inc. [ ET ]
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 a 13(g) group
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2013
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)
Code V Amount (A) or (D) Price
Common Stock 02/25/2013 J(1) 9,040 D $0 42,419 I TCV Member Fund, L.P.(2)(3)
Common Stock 02/25/2013 J(4) 369 A $0 369 I Rosenberg Family Trust(2)(5)
Common Stock 02/25/2013 J(6) 240 A $0 240 I Timothy P. McAdam(2)
Common Stock 02/25/2013 J(7) 369 A $0 6,135 I David L. Yuan(2)(8)
Common Stock 02/26/2013 A(9) 6,108 A $0 12,243 I David L. Yuan(2)(10)
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
1. Name and Address of Reporting Person*
Yuan David

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 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 a 13(g) group
1. Name and Address of Reporting Person*
McAdam Timothy P

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 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 a 13(g) group
1. Name and Address of Reporting Person*
Rosenberg John C.

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 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 a 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 CA 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 a 13(g) group
Explanation of Responses:
1. In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners without consideration.
2. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VII, L.P., TCV VII (A), L.P., Technology Crossover Management VII, Ltd. ("Management VII"), Technology Crossover Management VII, L.P. ("TCM VII"), and Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, and Christopher P. Marshall (together with David L. Yuan, Timothy P. McAdam, and John C. Rosenberg, the "Class A Directors") on February 27, 2013.
3. These securities are directly held by Member Fund. The Class A Directors are Class A Directors of Management VII, which is a general partner of Member Fund, and limited partners of Member Fund. The Class A Directors and Management VII may be deemed to beneficially own the securities held by Member Fund, but each of the Class A Directors and Management VII disclaims beneficial ownership of such securities except to the extent of his or its respective pecuniary interest therein.
4. Acquisition by the Rosenberg Family Trust pursuant to an in kind pro-rata distribution by TCM VII and Member Fund to their partners, without consideration.
5. John C. Rosenberg is a trustee of the Rosenberg Family Trust and may be deemed to beneficially own certain securities held by the Rosenberg Family Trust. Mr. Rosenberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
6. Acquisition by Timothy P. McAdam pursuant to an in kind pro-rata distribution by TCM VII to its partners, without consideration.
7. Acquisition by David L. Yuan pursuant to an in kind pro-rata distribution by TCM VII and Member Fund to their partners, without consideration.
8. Includes 5,766 shares of restricted stock that are directly held by Mr. Yuan and were previously reported. Mr. Yuan has sole dispositive power over the restricted shares; however, TCV VII Management, L.L.C. ("TCV VII Management") owns 100% of the pecuniary interest therein and Mr. Yuan disclaims beneficial ownership of such restricted shares. Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, and Christopher P. Marshall (the "TCV VII Management Members") are members of TCV VII Management, but each disclaims beneficial ownership of such restricted shares except to the extent of his pecuniary interest therein.
9. Represents the grant of restricted stock to Mr. Yuan, a non-employee director of ExactTarget, Inc., that will vest on the earlier of January 1, 2014 or a Change in Control event as defined the Restricted Stock Agreement.
10. Includes 11,874 shares of restricted stock that are directly held by Mr. Yuan. Mr. Yuan has sole dispositive power over the restricted shares; however, TCV VII Management owns 100% of the pecuniary interest therein and Mr. Yuan disclaims beneficial ownership of such restricted shares. The TCV VII Management Members are members of TCV VII Management, but each disclaims beneficial ownership of such restricted shares except to the extent of his pecuniary interest therein.
Remarks:
Frederic D. Fenton, Authorized signatory for David L. Yuan 02/27/2013
Frederic D. Fenton, Authorized signatory for Timothy P. McAdam 02/27/2013
Frederic D. Fenton, Authorized signatory for John C. Rosenberg 02/27/2013
Frederic D. Fenton, Authorized signatory for TCV Member Fund, L.P. 02/27/2013
** 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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