FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SCHWARTZ JEFFREY M

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/28/2010 

3. Issuer Name and Ticker or Trading Symbol

EDGAR ONLINE INC [EDGR]

(Last)        (First)        (Middle)

C/O BAIN CAPITAL VENTURE PARTNERS, LLC, 111 HUNTINGTON AVE

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

__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

BOSTON, MA 02199       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock     (1)   (1) Common Stock   120000     (1) I   See Footnote   (2)

Explanation of Responses:
( 1)  The purchase price per share of Series B Convertible Preferred Stock of the Issuer ("Series B Preferred Stock") is $100. Dividends accrue daily and compound annually on the Series B Preferred Stock purchase price at a rate 11.44037% per year through the fifth anniversary of the issuance of the Series B Preferred Stock. Each share of Series B Preferred Stock is convertible into a number of shares of Common Stock of the Issuer ("Common Stock") determined by dividing the sum of the purchase price per share plus all accrued and unpaid dividends by $1.10, subject to adjustments. However, the shares of Series B Preferred Stock shall not be convertible to the extent that such conversion would result in the Beneficial Owner and its affiliates owning in excess of 19.9% of the shares of the Issuer's voting power.
( 2)  Mr. Jeff Schwartz is a member and Managing Director of Bain Capital Venture Investors, LLC ("BCVI"). BCVI is the administrative member of Bain Capital Venture Integral Investors, LLC ("BCVII"). By virtue of these relationships Mr. Schwartz may be deemed to share voting and dispositive power with the respect to the shares held by BCVII. Mr. Schwartz and BCVI disclaim beneficial ownership of these securities except to their pecuinary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCHWARTZ JEFFREY M
C/O BAIN CAPITAL VENTURE PARTNERS, LLC
111 HUNTINGTON AVE
BOSTON, MA 02199
X X

BAIN CAPITAL VENTURE INVESTORS, LLC
111 HUNTINGTON AVENUE
31ST FLOOR
BOSTON, MA 02199

X

Bain Capital Venture Integral Investors, LLC
C/O BAIN CAPITAL VENTURE PARTNERS, LLC
111 HUNTINGTON AVENUE
BOSTON, MA 02199

X


Signatures
/s/ Jeffrey M. Schwartz 1/29/2010
** 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 5(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 control number.
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