| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Eloqua, Inc. [ ELOQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/21/2012 | J(1) | 5,163,934 | D | $0(1) | 5,163,934(1) | I | See Footnotes(1)(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On December 21, 2012, Bessemer Venture Partners VII L.P. ("BVP VII") transferred 4,440,984 shares of Common Stock of the Issuer to BVP VII E Ltd., a wholly-owned subsidiary of BVP VII ("BVP VII E"), and Bessemer Venture Partners VII Institutional L.P. ( "BVP Institutional VII" and, together with BVP VII, the "Funds") transferred 722,950 shares of Common Stock of the Issuer to BVP VII E Institutional Ltd., a wholly-owned subsidiary of BVP Institutional VII ("BVP VII E Institutional" and, together with BVP VII E, the "Subsidiaries"). These transfers are collectively referred to herein as the "Transfers." |
| 2. In connection with the Issuer's public offering pursuant to the registration statement on Form S-1 (No. 333- 333-184711) (the "Offering"), the Funds entered into a lock-up agreement (the "Lock-Up Agreement") with J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. (collectively, the "Underwriters") restricting their ability to sell or otherwise dispose of their shares of Common Stock for a period ending 90 days after the date of the final prospectus for the Offering, as described in further detail in such prospectus. In connection with the Transfers, each of the Subsidiaries entered into a lock-up agreement with the Underwriters that is substantially identical to the Lock-Up Agreement. |
| 3. Deer VII & Co. L.P. ("Deer VII") is the general partner of each of the Funds. Deer VII & Co. Ltd ("Deer Ltd.") is the general partner of Deer VII. Deer Management Co. LLC ("Management") is the management company affiliate of the Funds. The Funds, together with Deer VII , Deer Ltd., Management and the Subsidiaries, are the "Bessemer Entities." Byron Deeter, a director of Deer Ltd., serves as the representative of the Bessemer Entities on the issuer's board of directors. |
| /s/ J. Edmund Colloton, Director, Deer VII & Co. Ltd., the General Partner for Deer VII & Co. L.P., the General Partner for Bessemer Venture Partners VII L.P. | 12/21/2012 | |
| /s/ J. Edmund Colloton, Director, Deer VII & Co. Ltd., the General Partner for Deer VII & Co. L.P., the General Partner for Bessemer Venture Partners VII Institutional L.P. | 12/21/2012 | |
| ** 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). | ||
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||