SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
JMI Associates IV Trust

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE, SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2012
3. Issuer Name and Ticker or Trading Symbol
Eloqua, Inc. [ ELOQ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 8,316,251 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
JMI Associates IV Trust

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE, SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JMI Equity Fund IV Trust

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE, SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JMI Equity Fund IV (AI) Trust

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE, SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JMI Associates IV (AI) Trust

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE, SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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. The JMI IV Trusts are irrevocable and each such contribution described herein was made for no consideration, and was made simultaneously with each of the other contributions described in this footnote.
Remarks:
This report shall not be deemed an admission by any of the reporting persons that they are or may be members of a "group" for purposes of Section 13(d).
/s/ Harry S. Gruner, as Trustee, JMI Equity Fund IV Trust 12/17/2012
/s/ Harry S. Gruner, as Trustee, JMI Associates IV Trust 12/17/2012
/s/ Harry S. Gruner, as Trustee, JMI Equity Fund IV (AI) Trust 12/17/2012
/s/ Harry S. Gruner, as Trustee, JMI Associates IV (AI) Trust 12/17/2012
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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