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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
JMI Associates IV Trust

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE, SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Eloqua, Inc. [ ELOQ ]
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)
02/08/2013
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 02/08/2013 S 8,316,251(1) D (2) 0 D
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*
JMI Associates IV Trust

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE, SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JMI Equity Fund IV Trust

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE, SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JMI Equity Fund IV (AI) Trust

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE, SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JMI Associates IV (AI) Trust

(Last) (First) (Middle)
100 INTERNATIONAL DRIVE, SUITE 19100

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents 6,164,809 shares of the Issuer's common stock ("Common Stock") held by JMI Equity Fund IV Trust, 1,541,202 shares of Common Stock held by JMI Associates IV Trust, 488,192 shares of Common Stock held by JMI Equity Fund IV (AI) Trust and 122,048 shares of Common Stock held by JMI Associates IV (AI) Trust.
2. Pursuant to the Agreement and Plan of Merger among the Issuer, OC Acquisition LLC, Oracle Corporation and Esperanza Acquisition Corporation, dated December 19, 2012, each share of the Issuer's common stock will be exchanged for $23.50 in cash, without interest and less any applicable withholding taxes.
/s/ Harry S. Gruner, as Trustee, JMI Equity Fund IV Trust 02/08/2013
/s/ Harry S. Gruner, as Trustee, JMI Associates IV Trust 02/08/2013
/s/ Harry S. Gruner, as Trustee, JMI Equity Fund IV (AI) Trust 02/08/2013
/s/ Harry S. Gruner, as Trustee, JMI Associates IV (AI) Trust 02/08/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.