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*
SPOON ALAN G

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TechTarget Inc [ TTGT ]
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)
12/09/2010
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 12/09/2010 S 3,839,599 D $6 2,000,440 I See Footnote(1)
Common Stock 12/09/2010 S 99,695 D $6 51,941 I See Footnote(2)
Common Stock 12/09/2010 S 60,706 D $6 31,629 I See Footnote(3)
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*
SPOON ALAN G

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flint Jonathan A

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MCGUIRE TERRANCE

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS IV LP

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polaris Venture Management Co IV LLC

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS III LP

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS ENTREPRENEURS FUND III LP

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS FOUNDERS FUND III LP

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE MANAGEMENT CO III LLC

(Last) (First) (Middle)
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
Explanation of Responses:
1. The reportable securities are owned directly by Polaris Venture Partners III, L.P. ("PVP III"). Polaris Venture Management Co. III, L.L.C. ("PVM III") is the general partner of PVP III. PVM III disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM III is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Jonathan A. Flint ("Flint"), Terrance G. McGuire ("McGuire") and Alan G. Spoon ("Spoon") are the managing members of PVM III. Each of Flint, McGuire and Spoon disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
2. The reportable securities are owned directly by Polaris Venture Partners Founders' Fund III LP ("PVPF III"). PVM III is the general partner of PVPF III. PVM III disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM III is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Flint, McGuire McGuire and Spoon are the managing members of PVM III. Each of Flint, McGuire and Spoon disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
3. The reportable securities are owned directly by Polaris Venture Partners Entrepreneurs' Fund III, L.P. ("PVPE III"). PVM III is the general partner of PVPE III. PVM III disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM III is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Flint, McGuire McGuire and Spoon are the managing members of PVM III. Each of Flint, McGuire and Spoon disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
/s/ Alan Spoon Alan Spoon 12/10/2010
/s/ Jonathan A. Flint Jonathan A. Flint 12/10/2010
/s/ Terrance G. McGuire Terrance G. McGuire 12/10/2010
/s/ John Gannon Polaris Venture Management Co. IV, L.L.C. By: John Gannon Authorized signatory for Polaris Venture Management Co. IV, L.L.C. 12/10/2010
/s/ John Gannon Polaris Venture Partners IV, L.P. By: John Gannon Authorized signatory for Polaris Venture Partners IV, L.P. 12/10/2010
/s/ John Gannon Polaris Venture Partners Entrepreneurs' Fund IV, L.P. By: John Gannon Authorized signatory for Polaris Venture Partners Entrepreneurs' Fund IV, L.P. 12/10/2010
/s/ John Gannon Polaris Venture Management Co. III, L.L.C. By: John Gannon Authorized signatory for Polaris Venture Management Co. III, L.L.C. 12/10/2010
/s/ John Gannon Polaris Venture Partners III, L.P. By: John Gannon Authorized signatory for Polaris Venture Partners III, L.P. 12/10/2010
/s/ John Gannon Polaris Venture Partners Founders' Fund III, L.P. By: John Gannon Authorized signatory for Polaris Venture Partners Founders' Fund III, L.P. 12/10/2010
/s/ John Gannon Polaris Venture Partners Entrepreneurs' Fund III, L.P. By: John Gannon Authorized signatory for Polaris Venture Partners Entrepreneurs' Fund III, L.P. 12/10/2010
** 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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