X0206 3 2013-05-22 0 0001169652 CHANNELADVISOR CORP ECOM 0001317308 ATV Associates VII, L.L.C. 500 BOYLSTON ST., SUITE 1380 BOSTON MA 02116 0 0 1 0 0001138942 ADVANCED TECHNOLOGY VENTURES VII LP 500 BOYLSTON ST., SUITE 1380 BOSTON MA 02116 0 0 1 0 0001294525 Advanced Technology Ventures VII(B), L.P. 500 BOYLSTON ST., SUITE 1380 BOSTON MA 02116 0 0 1 0 0001294527 Advanced Technology Ventures VII(C), L.P. 500 BOYLSTON ST., SUITE 1380 BOSTON MA 02116 0 0 1 0 0001294513 ATV Entrepreneurs VII, L.P. 500 BOYLSTON ST., SUITE 1380 BOSTON MA 02116 0 0 1 0 Common Stock 0 D Series A Preferred Stock Common Stock 191565 I By Funds Series B Preferred Stock Common Stock 1503282 I By Funds Series B-1 Preferred Stock Common Stock 62498 I By Funds Series C Preferred Stock Common Stock 736866 I By Funds Warrant to Purchase Common Stock (right to buy) 16.00 2007-04-26 2014-04-26 Common Stock 144864 I By Funds Warrant to Purchase Common Stock (right to buy) 10.96 2008-08-29 2015-08-29 Common Stock 90763 I By Funds Warrant to Purchase Common Stock (right to buy) 10.96 2008-11-28 2015-11-28 Common Stock 22269 I By Funds Warrant to Purchase Series C Preferred Stock (right to buy) 0.685 2008-05-30 Series C Preferred Stock 124150 I By Funds Each share of convertible preferred stock is convertible, at any time, at the holder's election, into the issuer's common stock on a 1-for-16 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock will automatically convert into one-sixteenth of one share of the issuer's common stock. The convertible preferred stock has no expiration date. The number of underlying shares of common stock reported reflects a 1-for-16 reverse stock split of the issuer's common stock effected on May 9, 2013. ATV Associates VII, L.L.C. ("ATV LLC") is the general partner of Advanced Technology Ventures VII, L.P. ("ATV VII"), Advanced Technology Ventures VII (B), L.P. ("ATV VIIB"), Advanced Technology Ventures VII (C), L.P. ("ATV VIIC") and ATV Entrepreneurs VII, L.P. ("ATVE VII" and, together with ATV VII, ATV VIIB and ATV VIIC, the "Funds"). The Funds, together with ATV LLC, are the "ATV Entities." ATV LLC disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed to be an admission that ATV LLC is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. Robert Hower, a managing director of ATV LLC, serves on the issuer's board of directors. ATV VII owns 179,811 shares. ATV VIIB owns 7,215 shares. ATV VIIC owns 3,468 shares. ATVE VII owns 1,071 shares. ATV VII owns 1,411,033 shares. ATV VIIB owns 56,624 shares. ATV VIIC owns 27,217 shares. ATVE VII owns 8,408 shares. ATV VII owns 58,664 shares. ATV VIIB owns 2,354 shares. ATV VIIC owns 1,131 shares. ATVE VII owns 349 shares. ATV VII owns 691,649 shares. ATV VIIB owns 27,755 shares. ATV VIIC owns 13,341 shares. ATVE VII owns 4,121 shares. ATV VII owns warrants to purchase 135,976 shares. ATV VIIB owns warrants to purchase 5,456 shares. ATV VIIC owns warrants to purchase 2,622 shares. ATVE VII owns warrants to purchase 810 shares. ATV VII owns warrants to purchase 85,195 shares. ATV VIIB owns warrants to purchase 3,418 shares. ATV VIIC owns warrants to purchase 1,643 shares. ATVE VII owns warrants to purchase 507 shares. ATV VII owns warrants to purchase 20,904 shares. ATV VIIB owns warrants to purchase 838 shares. ATV VIIC owns warrants to purchase 403 shares. ATVE VII owns warrants to purchase 124 shares. This warrant expires upon an initial public offering of the issuer's securities. ATV VII owns warrants to purchase 116,533 shares. ATV VIIB owns warrants to purchase 4,676 shares. ATV VIIC owns warrants to purchase 2,257 shares. ATVE VII owns warrants to purchase 694 shares. /s/ William Wiberg, as Managing Director of ATV Associates VII, L.L.C. 2013-05-22 /s/ William Wiberg, as Managing Director of ATV Associates VII, L.L.C., the general partner of Advanced Technology Ventures VII, L.P. 2013-05-22 /s/ William Wiberg, as Managing Director of ATV Associates VII, L.L.C., the general partner of Advanced Technology Ventures VII (B), L.P. 2013-05-22 /s/ William Wiberg, as Managing Director of ATV Associates VII, L.L.C., the general partner of Advanced Technology Ventures VII (C), L.P. 2013-05-22 /s/ William Wiberg, as Managing Director of ATV Associates VII, L.L.C., the general partner of ATV Entrepreneurs VII, L.P. 2013-05-22