Statement of Changes in Beneficial Ownership (4)
February 08 2013 - 3:44PM
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
*
Bay Management Co X, LLC
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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
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2180 SAND HILL ROAD, SUITE 345,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2013
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(Street)
MENLO PARK, CA 94025
(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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Common Stock
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2/8/2013
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D
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5930700
(1)
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D
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(2)
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0
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I
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See footnote
(1)
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Common Stock
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2/8/2013
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D
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328614
(3)
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D
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(2)
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0
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I
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See footnote
(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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Explanation of Responses:
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(
1)
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The securities were held directly by Bay Partners X, L.P. Bay Management Company X, LLC is the General Partner of Bay Partners X, L.P. Neal Dempsey and Mr. Stuart G Phillips are managing members of Bay Management Company X, LLC and shared voting and dispositive power over the shares held of record by Bay Partners X, L.P. Mr. Dempsey, a director of the Issuer, disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
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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"), each share of Eloqua, Inc. common stock was exchanged for $23.50 in cash, without interest and less any applicable withholding taxes.
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(
3)
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The securities were held directly by Bay Partners X Entrepreneurs Fund, L.P. Bay Management Company X, LLC is the General Partner of Bay Partners X Entrepreneurs Fund, L.P. Neal Dempsey and Mr. Stuart G Phillips are managing members of Bay Management Company X, LLC and shared voting and dispositive power over the shares held of record by Bay Partners X Entrepreneurs Fund, L.P. Mr. Dempsey, a director of the Issuer, disclaims beneficial ownership of such shares, except to the extent of his 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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Bay Management Co X, LLC
2180 SAND HILL ROAD, SUITE 345
MENLO PARK, CA 94025
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X
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BAY PARTNERS X ENTREPRENEURS FUND LP
2180 SAND HILL ROAD, SUITE 345
MENLO PARK, CA 94025
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X
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BAY PARTNERS X LP
2180 SAND HILL ROAD, SUITE 345
MENLO PARK, CA 94025
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X
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PHILLIPS STUART G
C/O BAY PARTNERS
2180 SAND HILL ROAD, SUITE 345
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Stuart Phillips, Managing Member to Bay Management Company X LLC, the General Partner of Bay Partners X, LP and Bay Partners X Entrepreneurs Fund, LP
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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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