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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/03/2013 |
3. Issuer Name and Ticker or Trading Symbol
ExactTarget, Inc. [ ET ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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, par value $0.0005 per share | 0(1)(2) | I(1)(2) | See footnotes(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 |
Explanation of Responses: |
1. On June 3, 2013, salesforce.com, inc. ("salesforce.com") entered into an Acquisition Agreement (the "Acquisition Agreement") by and among salesforce.com, Excalibur Acquisition Corp., a wholly owned subsidiary of salesforce.com ("Merger Sub"), and the Issuer. In order to induce salesforce.com to enter into the Acquisition Agreement, certain equity holders of the Issuer (the "Stockholders") entered into support agreements with salesforce.com on June 3, 2013 (the "Support Agreements"). Subject to the terms and conditions of the Support Agreements, such the Stockholders agreed, among other things, to tender their shares in a cash tender offer and, if required, to vote their shares in favor of adoption of the Acquisition Agreement. (Continued in Footnote 2) |
2. As a result of the Support Agreements, salesforce.com may be deemed to share with each Stockholder the power to vote or to direct the voting of 18,181,865 shares covered by the Support Agreements solely with respect to those matters described in the Support Agreements. Accordingly, salesforce.com may be deemed to have beneficial ownership of such shares of the Issuer's Common Stock. See the Schedule 13D filed by salesforce.com on June 10, 2013. Salesforce.com is not entitled to any rights as a stockholder of the Issuer as to the shares covered by the Support Agreements, and neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by salesforce.com that it is the beneficial owner of any of the Issuer's Common Stock referred to herein for purposes of Section 16 or any other purpose, and such beneficial ownership is expressly disclaimed. |
/s/ Burke F. Norton, Executive Vice President and Chief Legal Officer | 06/10/2013 | |
** 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 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. | ||
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. |