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)
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)
03/27/2012
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 03/27/2012 C 6,715,124 (2) A (1) 6,735,124 (2) I See footnote (8)
Common Stock 03/27/2012 C 2,169,980 (2) A (4) 8,905,104 (2) I See footnote (9)
Common Stock 03/27/2012 C 903,108 (2) A (6) 9,808,212 (2) I See footnote (10)
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 D Convertible Preferred Stock (1) 03/27/2012 C 3,357,562 (2) (1) (1) Common Stock 6,715,124 (2) $0 0 I See footnote (3)
Series E Convertible Preferred Stock (4) 03/27/2012 C 1,084,990 (2) (4) (4) Common Stock 2,169,980 (2) $0 0 I See footnote (5)
Series G Convertible Preferred Stock (6) 03/27/2012 C 451,554 (2) (6) (6) Common Stock 903,108 (2) $0 0 I See footnote (7)
1. Name and Address of Reporting Person*
Battery Ventures VIII lp

(Last) (First) (Middle)
930 WINTER STREET
SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BATTERY VENTURES VIII SIDE FUND LP

(Last) (First) (Middle)
930 WINTER STREET
SUITE 2500

(Street)
WALTHAM MA 02451

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

(Last) (First) (Middle)
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)
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)
930 WINTER STREET
SUITE 2500

(Street)
WALTHAM MA 02451

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

(Last) (First) (Middle)
930 WINTER STREET
SUITE 2500

(Street)
WALTHAM MA 02451

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

(Last) (First) (Middle)
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)
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)
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)
930 WINTER STREET
SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
Explanation of Responses:
1. The Series D Convertible Preferred Stock automatically converted into Common Stock on a 2-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
2. 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.
3. The shares reported in column 7 include 3,357,562 owned of record by Battery Ventures VIII Side Fund, L.P. and 3,357,562 owned of record by Battery Ventures VIII, L.P. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures 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 Ventures 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.
4. The Series E Convertible Preferred Stock automatically converted into Common Stock on a 2-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
5. The shares reported in column 7 include 1,084,990 owned of record by Battery Ventures VIII Side Fund, L.P. and 1,084,990 owned of record by Battery Ventures VIII, L.P. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures 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 Ventures 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.
6. The Series G Convertible Preferred Stock automatically converted into Common Stock on a 2-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
7. The shares reported in column 7 include 451,554 owned of record by Battery Ventures VIII Side Fund, L.P. and 451,554 owned of record by Battery Ventures VIII, L.P. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures 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 Ventures 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.
8. The shares reported in column 7 include 3,357,562 owned of record by Battery Ventures VIII Side Fund, L.P., 3,357,562 owned of record by Battery Ventures VIII, 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 Ventures 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 Ventures 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.
9. The shares reported in column 7 include 4,442,552 owned of record by Battery Ventures VIII Side Fund, L.P., 4,442,552 owned of record by Battery Ventures VIII, 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 Ventures 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 Ventures 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.
10. The shares reported in column 7 include 4,894,106 owned of record by Battery Ventures VIII Side Fund, L.P., 4,894,106 owned of record by Battery Ventures VIII, 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 Ventures 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 Ventures 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.
Remarks:
The reporting persons are 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 Ventures VIII Side Fund, LLC, Neeraj Agrawal, Michael M. Brown, Thomas J. Crotty, Sunil Dhawali, Richard D. Frisbie, Kenneth 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 for Battery Ventures VIII, L.P. 03/29/2012
/s/ Christopher Schiavo, acting as attorney-in-fact for Battery Ventures VIII Side Fund, L.P. 03/29/2012
/s/ Christoper Schiavo, acting as attorney-in-fact on behalf of Battery Management, LLC 03/29/2012
/s/ Christopher Schiavo, acting as attorney-in-fact for Batter Partners VIII, LLC 03/29/2012
/s/ Christopher Schiavo, acting as attorney-in-fact for Thomas J. Crotty 03/29/2012
/s/ Christopher Schiavo, acting as attorney-in-fact for Neeraj Agrawal 03/29/2012
/s/ Christopher Schiavo, acting as attorney-in-fact for Sunil Dhaliwal 03/29/2012
/s/ Christopher Schiavo, acting as attorney-in-fact for Richard D. Frisbie 03/29/2012
/s/ Christopher Schiavo, acting as attorney-in-fact for Kenneth P. Lawler 03/29/2012
/s/ Christopher Schiavo, acting as attorney-in-fact for Roger H. Lee 03/29/2012
** 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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