FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Bessemer Venture Partners VII L.P. 		2. Issuer Name and Ticker or Trading Symbol

Eloqua, Inc. [ ELOQ ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/21/2012
(Street)

LARCHMONT, NY 10538
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/21/2012     J (1)    5163934   D $0   (1) 5163934   (1) I   See Footnotes   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  On December 21, 2012, Bessemer Venture Partners VII L.P. ("BVP VII") transferred 4,440,984 shares of Common Stock of the Issuer to BVP VII E Ltd., a wholly-owned subsidiary of BVP VII ("BVP VII E"), and Bessemer Venture Partners VII Institutional L.P. ( "BVP Institutional VII" and, together with BVP VII, the "Funds") transferred 722,950 shares of Common Stock of the Issuer to BVP VII E Institutional Ltd., a wholly-owned subsidiary of BVP Institutional VII ("BVP VII E Institutional" and, together with BVP VII E, the "Subsidiaries"). These transfers are collectively referred to herein as the "Transfers."
( 2)  In connection with the Issuer's public offering pursuant to the registration statement on Form S-1 (No. 333- 333-184711) (the "Offering"), the Funds entered into a lock-up agreement (the "Lock-Up Agreement") with J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. (collectively, the "Underwriters") restricting their ability to sell or otherwise dispose of their shares of Common Stock for a period ending 90 days after the date of the final prospectus for the Offering, as described in further detail in such prospectus. In connection with the Transfers, each of the Subsidiaries entered into a lock-up agreement with the Underwriters that is substantially identical to the Lock-Up Agreement.
( 3)  Deer VII & Co. L.P. ("Deer VII") is the general partner of each of the Funds. Deer VII & Co. Ltd ("Deer Ltd.") is the general partner of Deer VII. Deer Management Co. LLC ("Management") is the management company affiliate of the Funds. The Funds, together with Deer VII , Deer Ltd., Management and the Subsidiaries, are the "Bessemer Entities." Byron Deeter, a director of Deer Ltd., serves as the representative of the Bessemer Entities on the issuer's board of directors.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bessemer Venture Partners VII L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538 		X X

Bessemer Venture Partners VII Institutional L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538 		X X


Signatures
/s/ J. Edmund Colloton, Director, Deer VII & Co. Ltd., the General Partner for Deer VII & Co. L.P., the General Partner for Bessemer Venture Partners VII L.P. 12/21/2012
** Signature of Reporting Person Date

/s/ J. Edmund Colloton, Director, Deer VII & Co. Ltd., the General Partner for Deer VII & Co. L.P., the General Partner for Bessemer Venture Partners VII Institutional L.P. 12/21/2012
** 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 control number.
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