Statement of Changes in Beneficial Ownership (4)
February 08 2013 - 5:01PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
Estimated average burden
hours per response...
0.5
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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
*
Yee Andre Hon Siew
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2. Issuer Name
and
Ticker or Trading Symbol
Eloqua, Inc.
[
ELOQ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior VP, Product Development
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(Last)
(First)
(Middle)
C/O ELOQUA, INC., 1921 GALLOWS ROAD, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2013
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(Street)
VIENNA, VA 22182
(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)
_
X
_ Form filed by One Reporting Person
___ 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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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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Stock Option (right to buy)
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$1.58
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2/8/2013
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D
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272000
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(1)
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4/15/2018
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Common Stock
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272000
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(2)
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0
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D
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Stock Option (right to buy)
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$1.35
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2/8/2013
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D
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20000
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(1)
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10/21/2018
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Common Stock
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20000
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(2)
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0
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D
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Stock Option (right to buy)
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$1.20
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2/8/2013
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D
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20000
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(1)
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2/6/2019
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Common Stock
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20000
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(2)
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0
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D
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Stock Option (right to buy)
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$1.55
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2/8/2013
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D
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10000
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(3)
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2/8/2020
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Common Stock
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10000
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(2)
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0
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D
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Stock Option (right to buy)
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$8.83
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2/8/2013
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D
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6000
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(4)
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3/30/2022
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Common Stock
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6000
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(2)
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0
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D
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Explanation of Responses:
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(
1)
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This option is fully vested.
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(
2)
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Pursuant to the Agreement and Plan of Merger between Eloqua, Inc., OC Acquisition LLC, Esperanza Acquisition Corporation, and Oracle Corporation dated December 19, 2012 (the "Merger Agreement"), the vested and/or exercisable portion of each Eloqua, Inc. stock option was converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon the exercise of such option and $23.50 minus the exercise price of such option. The unvested portion of each Eloqua, Inc. stock option was assumed by Oracle and automatically converted into an Oracle stock option denominated in shares of Oracle common stock.
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(
3)
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This option vests over a four-year period, at a rate of twenty-five percent (25%) on February 8, 2011, and in 36 equal monthly installments thereafter. 7,500 stock options under this award were vested as of the closing of the merger. 2,500 stock options under this award remain unvested.
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(
4)
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This option vests over a four-year period from the date of grant (March 30, 2012) in 48 equal monthly installments. 1,250 stock options under this award were vested as of the closing of the merger. 4,750 stock options under this award remain unvested.
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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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Yee Andre Hon Siew
C/O ELOQUA, INC.
1921 GALLOWS ROAD, SUITE 200
VIENNA, VA 22182
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Senior VP, Product Development
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Signatures
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/s/ Stephen E. Holsten, Attorney-in-Fact
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2/8/2013
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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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