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*
Irwin Michael Scott

(Last) (First) (Middle)
11501 DOMAIN DRIVE
SUITE 200

(Street)
AUSTIN TX 78758

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Convio, Inc. [ CNVO ]
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)
05/04/2010
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
Series Q Common Stock 05/04/2010 J(1) 3,166 D $0 0 I By El Dorado Technology '01, L.P.(2)
Common Stock 05/04/2010 J(1) 3,166 A $0 3,166 I By El Dorado Technology '01, L.P.(2)
Common Stock 05/04/2010 C 18,130(4) A $0 21,296 I By El Dorado Technology '01, L.P.(2)
Common Stock 05/04/2010 C 12,981(5) A $0 34,277 I By El Dorado Technology '01, L.P.(2)
Series Q Common Stock 05/04/2010 J(1) 103,818 D $0 0 I By El Dorado Ventures VI, L.P.(3)
Common Stock 05/04/2010 J(1) 103,818 A $0 103,818 I By El Dorado Ventures VI, L.P.(3)
Common Stock 05/04/2010 C 594,441(4) A $0 698,259 I By El Dorado Ventures VI, L.P.(3)
Common Stock 05/04/2010 C 425,613(5) A $0 1,123,872 I By El Dorado Ventures VI, L.P.(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 B Preferred Stock $0 05/04/2010 C 18,130 (6) (7) Common Stock 18,130(4) $0 0 I By El Dorado Technology '01, L.P.(2)
Series B Preferred Stock $0 05/04/2010 C 594,441 (6) (7) Common Stock 594,441(4) $0 0 I By El Dorado Ventures VI, L.P.(3)
Series C Preferred Stock $0 05/04/2010 C 12,981 (6) (7) Common Stock 12,981(5) $0 0 I By El Dorado Technology '01, L.P.(2)
Series C Preferred Stock $0 05/04/2010 C 425,613 (6) (7) Common Stock 425,613(5) $0 0 I By El Dorado Ventures VI, L.P.(3)
Explanation of Responses:
1. Reflects the automatic conversion of Convio, Inc.'s Series Q Common Stock into shares of Common Stock on a one-for-one basis, which occurred on 05/04/10 immediately prior to the closing of Convio, Inc.'s initial public offering.
2. Shares are held directly by El Dorado Technology '01, L.P. ("El Dorado Technology"). Mr. Irwin is a General Partner of El Dorado Technology and may be deemed to have shared voting and investment power of the shares held by El Dorado Technology. Mr. Irwin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
3. Shares are held directly by El Dorado Ventures VI, L.P.("El Dorado Ventures"). Mr. Irwin is a General Partner of El Dorado Ventures and may be deemed to have shared voting and investment power of the shares held by El Dorado Ventures. Mr. Irwin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
4. Reflects the automatic conversion of Convio, Inc.'s Series B Preferred Stock into shares of Common Stock on a one-for-one basis, which occurred on 05/04/10 immediately prior to the closing of Convio, Inc.'s initial public offering.
5. Reflects the automatic conversion of Convio, Inc.'s Series C Preferred Stock into shares of Common Stock on a one-for-one basis, which occurred on 05/04/10 immediately prior to the closing of Convio, Inc.'s initial public offering.
6. These shares were immediately exercisable.
7. These shares had no expiration date.
/s/ Jennifer Harris, by Power of Attorney 05/06/2010
** 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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