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*
Battery Ventures VIII lp

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ExactTarget, Inc. [ ET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2012
4. 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 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
Common Stock 12/10/2012 J (1) 1,700,000 (2) D $0 (1) 5,531,984 I See Footnote (3) (4)
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
1. Name and Address of Reporting Person*
Battery Ventures VIII lp

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Battery Partners VIII, LLC

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Agrawal Neeraj

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CROTTY THOMAS J

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DHALIWAL SUNIL

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FRISBIE RICHARD D

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LAWLER KENNETH P

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lee Roger H

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TABORS R DAVID

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TOBIN SCOTT R

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
Explanation of Responses:
1. Pro-rata distribution for no consideration in a transaction exempt under Rule 16a-9(a) from Battery Ventures VIII, L.P. ("BV VIII") and Battery Ventures VIII Side Fund, L.P. ("BV VIII SF") to the limited partners of BV VIII and the general partner of BV VIII (Battery Partners VIII, LLC, "BP VIII"), and to the limited partners of BV VIII SF and the general partner of BV VIII SF (Battery Partners VIII Side Fund, LLC, "BP VIII SF").
2. Of the reported securities, 685,112 shares were distributed to the limited partners of BV VIII, 164,888 shares were distributed to BP VIII, 685,112 shares were distributed to the limited partners of BV VIII SF, and 164,888 shares were distributed to BP VIII SF. Such shares distributed to BP VIII and BP VIII SF were further distributed to the members of BP VIII and BP VIII SF and shall not be deemed to be held by the Reporting Persons for the purpose of this filing.
3. The shares reported in column 5 include 2,755,992 owned of record by Battery Ventures VIII, L.P., 2,755,992 owned of record by Battery Ventures VIII Side Fund, L.P., and 20,000 owned of record by Battery Management Company, LLC. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P., and Battery Partners VIII Side Fund, LLC is the sole general partner of Battery Ventures VIII Side Fund, L.P. Michael Brown, Neeraj Agrawal, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and Battery Partners VIII Side Fund, LLC and may be deemed to have shared voting and dispositive power over the shares held by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P. Thomas J. Crotty has sole voting and dispositive power over the shares held by Battery Management Company, LLC.
4. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Remarks:
Prior to these transactions, the Reporting Persons were part of a 13(d) group owning more than 10% of the Issuer's outstanding equity securities. Due to the limit of joint filers that can be included on one form, Battery Ventures VIII, L.P., Battery Ventures VIII Side Fund, L.P., Battery Management Company, LLC, Battery Partners VIII, LLC, Battery Partners VIII Side Fund, LLC, Neeraj Agrawal, Michael M. Brown, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kennth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin have filed two separate forms simultaneously, which relate to the same securities of the Issuer held by such Reporting Persons.
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Ventures VIII, L.P.) 12/12/2012
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Partners VIII, LLC) 12/12/2012
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Neeraj Agrawal) 12/12/2012
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Thomas J. Crotty) 12/12/2012
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Sunil Dhaliwal) 12/12/2012
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Richard D. Frisbie) 12/12/2012
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Kenneth P. Lawler) 12/12/2012
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Roger H. Lee) 12/12/2012
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of R. David Tabors) 12/12/2012
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Scott R. Tobin) 12/12/2012
** 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).
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