SEC FORM 4

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^*

Bhagat Vinay K.

(Last)

(First)

(Middle)

11501 DOMAIN DRIVE

SUITE 200

(Street)

AUSTIN

78758

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Convio, Inc. [ CNVO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series P Common Stock	05/04/2010		D⁽¹⁾		193,600	D	$0	149,600	D
Common Stock	05/04/2010		A⁽¹⁾		193,600	A	$0	193,600	D
Common Stock	05/04/2010		S		149,600	D	$8.37	149,600	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)⁽²⁾	$0.8523	05/04/2010		D⁽³⁾			133,121	⁽²⁾	08/14/2013	Series P Common Stock	133,121	⁽³⁾	0	D
Incentive Stock Option (right to buy)⁽²⁾	$0.8523	05/04/2010		A⁽³⁾		133,121		⁽²⁾	08/14/2013	Common Stock	133,121	⁽³⁾	133,121	D
Incentive Stock Option (right to buy)⁽²⁾	$1.1364	05/04/2010		D⁽³⁾			56,320	⁽²⁾	08/03/2014	Series P Common Stock	56,320	⁽³⁾	0	D
Incentive Stock Option (right to buy)⁽²⁾	$1.1364	05/04/2010		A⁽³⁾		56,320		⁽²⁾	08/03/2014	Common Stock	56,320	⁽³⁾	56,320	D
Incentive Stock Option (right to buy)⁽²⁾	$1.1364	05/04/2010		D⁽³⁾			95,744	⁽²⁾	06/02/2015	Series P Common Stock	95,744	⁽³⁾	0	D
Incentive Stock Option (right to buy)⁽²⁾	$1.1364	05/04/2010		A⁽³⁾		95,744		⁽²⁾	06/02/2015	Common Stock	95,744	⁽³⁾	95,744	D
Incentive Stock Option (right to buy)⁽²⁾	$1.9886	05/04/2010		D⁽³⁾			26,400	⁽²⁾	07/26/2016	Series P Common Stock	26,400	⁽³⁾	0	D
Incentive Stock Option (right to buy)⁽²⁾	$1.9886	05/04/2010		A⁽³⁾		26,400		⁽²⁾	07/26/2016	Common Stock	26,400	⁽³⁾	26,400	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	$4.5739	05/04/2010		D⁽³⁾			28,160	⁽⁴⁾	03/15/2016	Series P Common Stock	28,160	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	$4.5739	05/04/2010		A⁽³⁾		28,160		⁽⁴⁾	03/15/2016	Common Stock	28,160	⁽³⁾	28,160	D
Non-Qualified Stock Option (right to buy)⁽⁵⁾	$8.75	05/04/2010		D⁽³⁾			17,600	⁽⁵⁾	02/03/2017	Series P Common Stock	17,600	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)⁽⁵⁾	$8.75	05/04/2010		A⁽³⁾		17,600		⁽⁵⁾	02/03/2017	Common Stock	17,600	⁽³⁾	17,600	D

Explanation of Responses:

1. Reflects the automatic conversion of Convio, Inc.'s Series P Common Stock into shares of Common Stock on a one-for-one basis, which occurred on 05/04/10 immediately prior to the closing of Convio, Inc.'s initial public offering.

2. The option was granted under Convio, Inc.'s 1999 Stock Option/Stock Issuance Plan and is fully vested and exercisable.

3. Reflects the automatic conversion of the underlying security, Convio, Inc.'s Series P Common Stock, into shares of Common Stock on a one-for-one basis of the derivative security, which occurred on 05/04/10 immediately prior to the closing of Convio, Inc.'s initial public offering.

4. The option was granted under Convio, Inc.'s 1999 Stock Option/Stock Issuance Plan. 13,493 of the options are fully vested and exercisable. The remaining options vest monthly and will be fully vested on 5/1/12.

5. The option was granted under Convio, Inc.'s 2009 Stock Incentive Plan. 4,400 of the options vest on 2/4/11. The remaining options vest monthly thereafter and will be fully vested on 2/4/14.

	/s/ Jennifer Harris, by Power of Attorney	05/06/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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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