UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bazaarvoice, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
073271108
(CUSIP Number)
December 31, 2012
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 073271108 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Brett A. Hurt | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
4,870,162* | ||||
| 6. | Shared Voting Power
1,478,836* | |||||
| 7. | Sole Dispositive Power
4,870,162* | |||||
| 8. | Shared Dispositive Power
1,478,836* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,348,998* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
8.9%** | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | As of December 31, 2012, the number of shares beneficially owned includes the following: (i) 4,282,663 shares held by Brett A. Hurt; (ii) options to purchase 87,499 shares of Common Stock held by Brett A. Hurt that are vested and exercisable within 60 days of December 31, 2012; (iii) 550,055 shares of Common Stock held by the BAH 2012 Lifetime Family Trust; (iv) 928,781 shares of Common Stock held by the BAH Trust; and (v) 500,000 shares of Common Stock held by the BAH 2012 Two Year Grat. |
Debra J. Hurt and Brandi McDaniel are the trustees of the BAH 2012 Lifetime Family Trust and have voting and investment power over the shares held by the BAH 2012 Lifetime Family Trust. By virtue of his relationship with his spouse, Debra J. Hurt, Brett A. Hurt may be deemed to share voting and investment power over the shares held by the BAH 2012 Lifetime Family Trust.
Debra J. Hurt is the trustee of the BAH Trust and has voting and investment power over the shares held by the BAH Trust. By virtue of his relationship with his spouse, Debra J. Hurt, Brett A. Hurt may be deemed to share voting and investment power over the shares held by the BAH Trust.
Brett A. Hurt is the trustee of the BAH 2012 Two Year GRAT and has voting and investment power over the shares held by the BAH 2012 Two Year GRAT. Each of the BAH Trust and the BAH 2012 Two Year GRAT is a grantor retained annuity trust in which annual annuity payments are paid to Brett A. Hurt.
| ** | This percentage is based on 71,452,435 outstanding shares of Common Stock of the Issuer as of November 23, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012, as filed with the Securities and Exchange Commission on December 5, 2012. |
Page 2 of 6
| Item 1. |
| (a) | Name of Issuer: Bazaarvoice, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: |
3900 N. Capital of Texas Highway, Suite 300
Austin, Texas 78746-3211
| Item 2. |
| (a) | Name of Person Filing: Brett A. Hurt |
| (b) | Address of Principal Business Office or, if none, Residence: |
c/o Austin Ventures
300 West Sixth Street, Suite 2300
Austin, Texas 78701
| (c) | Citizenship: United States of America |
| (c) | Title of Class of Securities: Common Stock |
| (e) | CUSIP Number: 073271108 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owed: 6,348,998* |
| (b) | Percent of class: 8.9%** |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 4,870,162* |
| (ii) | Shared power to vote or to direct the vote: 1,478,836* |
| (iii) | Sole power to dispose or to direct the disposition of: 4,870,162* |
| (iv) | Shared power to dispose or to direct the disposition of: 1,478,836* |
Page 3 of 6
* As of December 31, 2012, the number of shares beneficially owned includes the following: (i) 4,282,663 shares held by Brett A. Hurt; (ii) options to purchase 87,499 shares of Common Stock held by Brett A. Hurt that are vested and exercisable within 60 days of December 31, 2012; (iii) 550,055 shares of Common Stock held by the BAH 2012 Lifetime Family Trust; (iv) 928,781 shares of Common Stock held by the BAH Trust; and (v) 500,000 shares of Common Stock held by the BAH 2012 Two Year Grat.
Debra J. Hurt and Brandi McDaniel are the trustees of the BAH 2012 Lifetime Family Trust and have voting and investment power over the shares held by the BAH 2012 Lifetime Family Trust. By virtue of his relationship with his spouse, Debra J. Hurt, Brett A. Hurt may be deemed to share voting and investment power over the shares held by the BAH 2012 Lifetime Family Trust.
Debra J. Hurt is the trustee of the BAH Trust and has voting and investment power over the shares held by the BAH Trust. By virtue of his relationship with his spouse, Debra J. Hurt, Brett A. Hurt may be deemed to share voting and investment power over the shares held by the BAH Trust.
Brett A. Hurt is the trustee of the BAH 2012 Two Year GRAT and has voting and investment power over the shares held by the BAH 2012 Two Year GRAT. Each of the BAH Trust and the BAH 2012 Two Year GRAT is a grantor retained annuity trust in which annual annuity payments are paid to Brett A. Hurt.
** This percentage is based on 71,452,435 outstanding shares of Common Stock of the Issuer as of November 23, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012, as filed with the Securities and Exchange Commission on December 5, 2012.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by Brett A. Hurt. No such person’s interest relates to more than 5% of the Common Stock of the Issuer.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
Page 4 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2013 |
| Date |
| /s/ Brett A. Hurt |
| Signature |
| Brett A. Hurt |
| Name/ Title |
Page 5 of 6
INDEX TO EXHIBITS
| Exhibit No. | Exhibit | |
| 99.1 | Limited Power of Attorney |
Page 6 of 6
EXHIBIT 99.1
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Stephen R. Collins and Bryan C. Barksdale, and each of their successors in the offices of Chief Executive Officer, General Counsel or Secretary of Bazaarvoice, Inc. (the “Company”), as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and resubstitution, each with the power to act alone for the undersigned and in the undersigned’s name, place and stead, in any and all capacities to:
1. prepare, execute, deliver and file with the United States Securities and Exchange Commission, any national securities exchange and the Company any and all reports (including, but not limited to, reports on Schedule 13D, Schedule 13G and any amendment thereto) of the undersigned required or considered advisable under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, with respect to the equity securities of the Company; and
2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s equity securities from any third party, including the Company, brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;
2. any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;
3. neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 of the Exchange Act or any liability of the undersigned for any failure to comply with such requirements; and
4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 of the Exchange Act, including, without, limitation, the reporting requirements under Section 13(d) of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13G or 13D with respect to the undersigned’s holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Limited Power of Attorney shall be governed and construed in accordance the laws of the State of Texas without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of February 14, 2013.
| /s/ Brett A. Hurt |
| Signature |
| Brett A. Hurt |
| Name |