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 IX, L.P.

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

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHAMPIONS ONCOLOGY, INC. [ CSBR ]
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)
01/28/2013
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 01/28/2013 P 7,000,000 A $0.5 15,566,667(1) I By Funds(2)
Common Stock 01/28/2013 J(3) 464,373(3) A $0.00(3) 16,031,040(1) I By Funds(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
Warrant to purchase shares of Common Stock $0.66 01/28/2013 A 700,000 01/28/2013 01/28/2018 Common Stock 700,000 (5) 700,000(1) I By Funds(6)
1. Name and Address of Reporting Person*
Battery Ventures IX, L.P.

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

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Battery Investment Partners IX, 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 IX, 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*
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*
TABORS R DAVID

(Last) (First) (Middle)
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)
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)
1. Name and Address of Reporting Person*
Agrawal Neeraj

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

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
Explanation of Responses:
1. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
2. Consists of 15,412,557 shares of the Issuer's Common Stock held by Battery Ventures IX, L.P. ("BVIX") and 154,110 shares of the Issuer's Common Stock held by Battery Investment Partners IX, LLC ("BIPIX"). Battery Partners IX, LLC ("BPIX") is the sole general partner of BVIX and the sole manager of BIPIX. Battery Management Corp. ("BMC") is the investment advisor of BPIX. Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin, Roger H. Lee, Neeraj Agrawal, Michael M. Brown, Jesse Feldman and Brian O'Malley (collectively, the "Managing Members") are the managing members of BPIX and BMC and may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX.
3. As more particularly described in the Schedule 13D/A, as a result of the transaction (see footnote 1 above), the 464,373 shares of Common Stock were issued for no consideration pursuant to contractual anti-dilution undertakings of the Issuer in its Securities Purchase Agreement dated March 24, 2011 between the Issuer, BVIX, BIPIX and certain other investors.
4. Consists of 15,872,333 shares of the Issuer's Common Stock held BVIX and 158,707 shares of the Issuer's Common Stock held by BIPIX. BPIX is the sole general partner of BVIX and the sole manager of BIPIX. BMC is the investment advisor of BPIX. The Managing Members are the managing members of BPIX and BMC and may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX.
5. The warrant was acquired in connection with the purchase of shares of Common Stock pursuant to the Securities Purchase Agreement dated January 28, 2013 between the Issuer, BVIX, BIPIX and certain other investors for no additional consideration.
6. Consists of a warrant to purchase 693,070 shares of the Issuer's Common Stock held by BVIX and a warrant to purchase 6,930 shares of the Issuer's Common Stock held by BIPIX. BPIX is the sole general partner of BVIX and the sole manager of BIPIX. BMC is the investment advisor of BPIX. The Managing Members are the managing members of BPIX and BMC and may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX.
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, BVIX, BIPIX, BPIX and the Managing Members have to file 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 IX, L.P. 01/30/2013
/s/ Christopher Schiavo, acting as attorney-in-fact for Battery Investment Partners IX, LLC 01/30/2013
/s/ Christopher Schiavo, acting as attorney-in-fact for Battery Partners IX, LLC 01/30/2013
/s/ Christopher Schiavo, acting as attorney-in-fact for Thomas J. Crotty 01/30/2013
/s/ Christopher Schiavo, acting as attorney-in-fact for Richard D. Frisbie 01/30/2013
/s/ Christopher Schiavo, acting as attorney-in-fact for Kenneth P. Lawler 01/30/2013
/s/ Christopher Schiavo, acting as attorney-in-fact for R. David Tabors 01/30/2013
/s/ Christopher Schiavo, acting as attorney-in-fact for Scott R. Tobin 01/30/2013
/s/ Christopher Schiavo, acting as attorney-in-fact for Roger H. Lee 01/30/2013
/s/ Christopher Schiavo, acting as attorney-in-fact for Neeraj Agrawal 01/30/2013
** Signature of Reporting Person Date
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** 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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