- Statement of Changes in Beneficial Ownership (4)
July 21 2011 - 7:55PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
hours per response...
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HOAG JAY C
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2. Issuer Name
and
Ticker or Trading Symbol
TechTarget Inc
[
Z
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
May be part of 13(g) group
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(Last)
(First)
(Middle)
C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/19/2011
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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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7/19/2011
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C
(1)
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2202081
(1)
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A
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(1)
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2202081
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I
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TCV V, L.P.
(2)
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Class A Common Stock
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7/19/2011
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C
(1)
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42358
(1)
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A
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(1)
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42358
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I
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TCV Member Fund, L.P.
(3)
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Class A Common Stock
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7/19/2011
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C
(1)
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330167
(1)
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A
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(1)
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2532248
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I
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TCV V, L.P.
(2)
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Class A Common Stock
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7/19/2011
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C
(1)
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6498
(1)
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A
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(1)
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48856
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I
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TCV Member Fund, L.P.
(3)
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Class A Common Stock
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7/19/2011
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C
(1)
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1468520
(1)
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A
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(1)
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4000768
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I
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TCV V, L.P.
(2)
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Class A Common Stock
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7/19/2011
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C
(1)
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28856
(1)
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A
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(1)
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77712
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I
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TCV Member Fund, L.P.
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
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(1)
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7/19/2011
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C
(1)
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7443035
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(1)
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(1)
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Class A Common Stock
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2202081
(1)
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$0
(1)
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0
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I
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TCV V, L.P.
(2)
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Series A Preferred Stock
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(1)
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7/19/2011
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C
(1)
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143171
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(1)
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(1)
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Class A Common Stock
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42358
(1)
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$0
(1)
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0
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I
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TCV Member Fund, L.P.
(3)
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Series B Preferred Stock
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(1)
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7/19/2011
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C
(1)
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1115967
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(1)
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(1)
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Class A Common Stock
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330167
(1)
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$0
(1)
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0
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I
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TCV V, L.P.
(2)
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Series B Preferred Stock
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(1)
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7/19/2011
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C
(1)
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21964
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(1)
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(1)
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Class A Common Stock
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6498
(1)
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$0
(1)
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0
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I
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TCV Member Fund, L.P.
(3)
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Series C Preferred Stock
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(1)
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7/19/2011
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C
(1)
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4963603
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(1)
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(1)
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Class A Common Stock
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1468520
(1)
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$0
(1)
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0
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I
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TCV V, L.P.
(2)
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Series C Preferred Stock
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(1)
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7/19/2011
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C
(1)
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97537
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(1)
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(1)
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Class A Common Stock
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28856
(1)
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$0
(1)
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0
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I
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TCV Member Fund, L.P.
(3)
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Explanation of Responses:
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(
1)
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The Preferred Stock converted into Class A Common Stock on a 3.38-to-1 basis upon the effectiveness of the issuer's registration statement on Form S-1 under the Securities Act of 1933, filed in connection with the issuer's initial public offering, and had no expiration date. Any fractional share resulting from the conversion was cashed out.
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(
2)
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These shares are directly held by TCV V, L.P. Each of Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and William J.G. Griffith IV (collectively the "TCM Members") are Class A Members of Technology Crossover Management V, L.L.C. ("TCM V"), which is the sole general partner of TCV V, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV V, L.P., but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
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(
3)
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These shares are directly held by TCV Member Fund, L.P. Each of the TCM Members are (i) Class A Members of TCM V, which is a general partner of TCV Member Fund, L.P., and (ii) limited partners of TCV Member Fund, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV Member Fund, L.P., but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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X
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May be part of 13(g) group
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KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of 13(g) group
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DREW JOHN
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of 13(g) group
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REYNOLDS JON Q JR
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of 13(g) group
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GRIFFITH WILLIAM
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of 13(g) group
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TECHNOLOGY CROSSOVER MANAGEMENT V LLC
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of 13(g) group
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TCV V LP
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of 13(g) group
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TCV MEMBER FUND L P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of 13(g) group
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Signatures
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Frederic D. Fenton, Authorized signatory for Jay C. Hoag
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7/21/2011
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized signatory for Richard H. Kimball
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7/21/2011
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized signatory for John L. Drew
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7/21/2011
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Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized signatory for Jon Q. Reynolds, Jr.
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7/21/2011
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Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized signatory for William J.G. Griffith IV
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7/21/2011
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Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized signatory for Technology Crossover Management V, L.L.C.
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7/21/2011
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized signatory for TCV V, L.P.
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7/21/2011
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton, Authorized signatory for TCV Member Fund, L.P.
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7/21/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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