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*
Greenspring Associates, Inc.

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(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 P 200,000(1)(2) A $19 865,534(2) I See footnotes(3)(4)(5)(6)
Common Stock 03/27/2012 C 9,315,478(2) A (7) 10,181,012(2) I See footnotes(4)(5)(6)(8)
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 (7) 03/27/2012 C 3,738,615 (7) (7) Common Stock 7,477,230(2) $0 0 I See footnotes(4)(5)(6)(9)
Series E Convertible Preferred Stock (7) 03/27/2012 C 445,125 (7) (7) Common Stock 890,250(2) $0 0 I See footnotes(4)(5)(6)(10)
Series G Convertible Preferred Stock (7) 03/27/2012 C 473,999 (7) (7) Common Stock 947,998(2) $0 0 I See footnotes(4)(5)(6)(11)
1. Name and Address of Reporting Person*
Greenspring Associates, Inc.

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring Crossover I GP, LLC

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring Crossover I GP, L.P.

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring FF-GP II, LLC

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring FF-GP II, L.P.

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring General Partner I, L.P.

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring General Partner II, L.P.

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring General Partner III, L.P.

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring General Partner IV, L.P.

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring GP V, LLC

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
Explanation of Responses:
1. Reflects 200,000 shares of Common Stock purchased by Greenspring Crossover Ventures I, L.P. in the Issuer's initial public offering.
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 5 include 623,168 owned of record by Greenspring Crossover Ventures I, L.P., 67,662 owned of record by Greenspring Global Partners II, L.P., 1,666 owned of record by Greenspring Global Partners II-A, L.P., 16,106 owned of record by Greenspring Global Partners II-B, L.P., 48,834 owned of record by Greenspring Global Partners III, L.P., 22,398 owned of record by Greenspring Global Partners III-A, L.P., 70,654 owned of record by Greenspring Global Partners III-B, L.P., 1,216 owned of record by Greenspring Global Partners IV-A, L.P., 10,212 owned of record by Greenspring Global Partners IV-B, L.P., and 3,618 owned of record by Greenspring Global Partners IV-C, L.P.
4. Greenspring Associates, Inc. is the general partner of Greenspring Global Partners I, L.P. and Greenspring General Partner II, L.P. Greenspring General Partner II, L.P. is the general partner of Greenspring Global Partners II, L.P., Greenspring Global Partners II-A, L.P., and Greenspring Global Partners II-B, L.P. Greenspring GP III, LLC is the general partner of Greenspring General Partner III, L.P. and Greenspring General Partner III, L.P. is the general partner of Greenspring Global Partners III, L.P., Greenspring Global Partners III-A, L.P., and Greenspring Global Partners III-B, L.P. Greenspring GP IV, LLC is the general partner of Greenspring General Partner IV, L.P. and Greenspring General Partner IV, L.P. is the general partner of Grenspring Global Partners IV-A, L.P., Greenspring Global Partners IV-B, L.P., and Greenspring Global Partners IV-C, L.P.
5. Greenspring GP V, LLC is the general partner of Greenspring General Partner V, L.P. and Greenspring General Partner V, L.P. is the general partner of Greenspring Global Partners V-A, L.P. and Greenspring Global Partners V-C, L.P. Greenspring FF-GP II, LLC is the general partner of Greenspring FF-GP II, L.P. and Greenspring FF-GP II, L.P. is the general partner of Greenspring Growth Equity II, L.P. Greenspring Crossover I GP, LLC is the general partner of Greenspring Crossover I GP, L.P. and Greenspring Crossover I GP, L.P. is the general partner of Greenspring Crossover Ventures I, L.P. Greenspring Opportunities GP II, LLC is the general partner of Greenspring Opportunities General Partner II, L.P. and Greenspring Opportunities General Partner II-A, L.P. and Greenspring Opportunities General Partner II, L.P. is the general partner of Greenspring Opportunities II, L.P. and Greenspring Opportunities General Partner II-A, L.P. is the general partner of Greenspring Opportunities II-A, L.P.
6. James Lim and Charles Ashton Newhall are the managing members of Greenspring GP III, LLC, Greenspring GP IV, LLC, Greenspring GP V, LLC, Greenspring FF-GP II, LLC, Greenspring Crossover I GP, LLC, Greenspring Opportunities GP II, LLC and Greenspring Associates, Inc. As managing members, James Lim and Charles Ashton Newall may be deemed to have shared voting and dispositive power over the shares of Greenspring GP III, LLC, Greenspring GP IV, LLC, Greenspring GP V, LLC, Greenspring FF-GP II, LLC, Greenspring Crossover I GP, LLC, Greenspring Opportunities GP II, LLC and Greenspring Associates, Inc. Greenspring GP III, LLC, Greenspring GP IV, LLC, Greenspring GP V, LLC, Greenspring FF-GP II, LLC, Greenspring Crossover I GP, LLC, Greenspring Associates, Inc. and Greenspring Opportunities GP II, LLC have the sole voting and dispositive power over the shares owned by each Greenspring Associates affiliate noted above.
7. Each share of Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series G Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 2-for-1 basis immediately prior to the closing of the Issuer's initial public offering on March 27, 2012 and had no expiration date.
8. The shares reported in column 5 include 1,135,598 owned of record by Greenspring Crossover Ventures I, L.P., 179,872 by Greenspring Global Partners I, L.P., 1,723,696 by Greenspring Global Partners II, L.P., 42,444 by Greenspring Global Partners II-A, L.P., 410,310 by Greenspring Global Partners II-B, L.P., 1,111,154 by Greenspring Global Partners III, L.P., 509,626 by Greenspring Global Partners III-A, L.P., 1,607,598 by Greenspring Global Partners III-B, L.P., 214,936 by Greenspring Global Partners IV-A, L.P., 1,806,036 by Greenspring Global Partners IV-B, L.P., 639,742 by Greenspring Global Partners IV-C, L.P., 409,716 by Greenspring Global Partners V-A, L.P., 90,284 by Greenspring Global Partners V-C, L.P., 250,000 by Greenspring Growth Equity II, L.P., 46,062 by Greenspring Opportunities II, L.P., and 3,938 by Greenspring Opportunities II-A, L.P.
9. The shares reported in column 7 include 352,952 owned of record by Greenspring Crossover Ventures I, L.P., 50,000 by Greenspring Global Partners I, L.P., 1,434,192 by Greenspring Global Partners II, L.P., 35,316 by Greenspring Global Partners II-A, L.P., 341,396 by Greenspring Global Partners II-B, L.P., 906,530 by Greenspring Global Partners III, L.P., 415,776 by Greenspring Global Partners III-A, L.P., 1,311,550 by Greenspring Global Partners III-B, L.P., 147,790 by Greenspring Global Partners IV-A, L.P., 1,241,838 by Greenspring Global Partners IV-B, L.P., 439,890 by Greenspring Global Partners IV-C, L.P., 409,716 by Greenspring Global Partners V-A, L.P., 90,284 by Greenspring Global Partners V-C, L.P., 250,000 by Greenspring Growth Equity II, L.P., 46,062 by Greenspring Opportunities II, L.P., and 3,938 by Greenspring Opportunities II-A, L.P.
10. The shares reported in column 7 include 55,640 owned of record by Greenspring Crossover Ventures I, L.P., 88,132 owned of record by Greenspring Global Partners II, L.P., 2,170 owned of record by Greenspring Global Partners II-A, L.P., 20,978 owned of record by Greenspring Global Partners II-B, L.P., 57,452 owned of record by Greenspring Global Partners III, L.P., 26,350 owned of record by Greenspring Global Partners III-A, L.P., 83,120 owned of record by Greenspring Global Partners III-B, L.P., 44,948 owned of record by Greenspring Global Partners IV-A, L.P., 377,678 owned of record by Greenspring Global Partners IV-B, L.P., and 133,782 owned of record by Greenspring Global Partners IV-C, L.P.
11. The shares reported in column 7 include 103,838 owned of record by Greenspring Crossover Ventures I, L.P., 129,872 owned of record by Greenspring Global Partners I, L.P., 133,710 owned of record by Greenspring Global Partners II, L.P., 3,292 owned of record by Greenspring Global Partners II-A, L.P., 31,830 owned of record by Greenspring Global Partners II-B, L.P., 98,338 owned of record by Greenspring Global Partners III, L.P., 45,102 owned of record by Greenspring Global Partners III-A, L.P., 142,274 owned of record by Greenspring Global Partners III-B, L.P., 20,982 owned of record by Greenspring Global Partners IV-A, L.P., 176,308 owned of record by Greenspring Global Partners IV-B, L.P., and 62,452 owned of record by Greenspring Global Partners IV-C, L.P.
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, the Reporting Persons are filing separate forms simultaneously, which relate to the same securities of the Issuer held by such Reporting Persons.
/s/ Eric Thompson, Chief Financial Officer 03/29/2012
/s/ Eric Thompson, Chief Financial Officer 03/29/2012
/s/ Eric Thompson, Chief Financial Officer 03/29/2012
/s/ Eric Thompson, Chief Financial Officer 03/29/2012
/s/ Eric Thompson, Chief Financial Officer 03/29/2012
/s/ Eric Thompson, Chief Financial Officer 03/29/2012
/s/ Eric Thompson, Chief Financial Officer 03/29/2012
/s/ Eric Thompson, Chief Financial Officer 03/29/2012
/s/ Eric Thompson, Chief Financial Officer 03/29/2012
/s/ Eric Thompson, Chief Financial Officer 03/29/2012
** Signature of Reporting Person Date
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