Initial Statement of Beneficial Ownership (3)
December 17 2012 - 5:48PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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JMI Associates IV Trust
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2. Date of Event Requiring Statement (MM/DD/YYYY)
12/17/2012
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3. Issuer Name
and
Ticker or Trading Symbol
Eloqua, Inc. [ELOQ]
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(Last)
(First)
(Middle)
100 INTERNATIONAL DRIVE, SUITE 19100
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
BALTIMORE, MD 21202
(City)
(State)
(Zip)
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5. 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
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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8316251
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D
(1)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Explanation of Responses:
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(
1)
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Represents (i) 6,164,809 shares of the Issuer's common stock ("Common Stock") contributed by JMI Equity Fund IV, L.P. ("Fund IV") to JMI Equity Fund IV Trust ("Fund IV Trust") and 1,541,202 shares of Common Stock contributed by Fund IV to JMI Associates IV Trust ("GP IV Trust") on December 17, 2012 and (ii) 488,192 shares of Common Stock contributed by JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)") to JMI Equity Fund IV (AI) Trust ("Fund IV (AI) Trust") and 122,048 shares of Common Stock contributed by Fund IV (AI) to JMI Associates IV (AI) Trust ("GP IV (AI) Trust", and, together with Fund IV Trust, GP IV Trust and Fund IV (AI) Trust, collectively, the "JMI IV Trusts") on December 17, 2012. The JMI IV Trusts are irrevocable and each such contribution described herein was made for no consideration, and was made simultaneously with each of the other contributions described in this footnote.
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Remarks:
This report shall not be deemed an admission by any of the reporting persons that they are or may be members of a "group" for purposes of Section 13(d).
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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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JMI Associates IV Trust
100 INTERNATIONAL DRIVE, SUITE 19100
BALTIMORE, MD 21202
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X
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JMI Equity Fund IV Trust
100 INTERNATIONAL DRIVE, SUITE 19100
BALTIMORE, MD 21202
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X
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JMI Equity Fund IV (AI) Trust
100 INTERNATIONAL DRIVE, SUITE 19100
BALTIMORE, MD 21202
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X
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JMI Associates IV (AI) Trust
100 INTERNATIONAL DRIVE, SUITE 19100
BALTIMORE, MD 21202
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X
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Signatures
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/s/ Harry S. Gruner, as Trustee, JMI Equity Fund IV Trust
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12/17/2012
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**
Signature of Reporting Person
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Date
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/s/ Harry S. Gruner, as Trustee, JMI Associates IV Trust
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12/17/2012
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**
Signature of Reporting Person
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Date
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/s/ Harry S. Gruner, as Trustee, JMI Equity Fund IV (AI) Trust
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12/17/2012
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**
Signature of Reporting Person
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Date
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/s/ Harry S. Gruner, as Trustee, JMI Associates IV (AI) Trust
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12/17/2012
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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 5(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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