sc13g

Edison Partners IV, L.P., its General Partner

*

Gary Golding, General Partner

0000950133-06-000628.txt : 20060213 0000950133-06-000628.hdr.sgml : 20060213 20060213153752 ACCESSION NUMBER: 0000950133-06-000628 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: BRUCE LUEHRS GROUP MEMBERS: EDISON PARTNERS IV, L.P. GROUP MEMBERS: GARY GOLDING GROUP MEMBERS: JOE ALLEGRA GROUP MEMBERS: JOHN MARTINSON GROUP MEMBERS: ROSS MARTINSON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDISON VENTURE FUND IV LP CENTRAL INDEX KEY: 0001065845 IRS NUMBER: 00000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 997 LENOX DRIVE STREET 2: #3 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 MAIL ADDRESS: STREET 1: 1009 LENOX DRIVE #4 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vocus, Inc. CENTRAL INDEX KEY: 0001329919 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 581806705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81364 FILM NUMBER: 06603368 BUSINESS ADDRESS: STREET 1: 4296 FORBES BOULEVARD CITY: LANHAM STATE: MD ZIP: 20706 BUSINESS PHONE: (301) 459-2590 MAIL ADDRESS: STREET 1: 4296 FORBES BOULEVARD CITY: LANHAM STATE: MD ZIP: 20706 SC 13G 1 w17489asc13g.htm SCHEDULE 13G sc13g


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Vocus, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

92858J 10 8

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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.


CUSIP No.		92858J 10 8		Page		2		of		12


1	NAMES OF REPORTING PERSONS: Edison Venture Fund IV, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,809,419

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,809,419

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,809,419

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		92858J 10 8		Page		3		of		12


1	NAMES OF REPORTING PERSONS: Edison Partners IV, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,809,419

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,809,419

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,809,419

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		92858J 10 8		Page		4		of		12


1	NAMES OF REPORTING PERSONS: Gary Golding

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,809,419

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,809,419

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,809,419

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		92858J 10 8		Page		5		of		12


1	NAMES OF REPORTING PERSONS: John Martinson

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,809,419

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,809,419

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,809,419

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		92858J 10 8		Page		6		of		12


1	NAMES OF REPORTING PERSONS: Joe Allegra

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,809,419

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,809,419

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,809,419

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		92858J 10 8		Page		7		of		12


1	NAMES OF REPORTING PERSONS: Ross Martinson

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,809,419

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,809,419

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,809,419

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		92858J 10 8		Page		8		of		12


1	NAMES OF REPORTING PERSONS: Bruce Luehrs

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,809,419

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER:

			1,809,419

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,809,419

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

Schedule 13G


CUSIP No. 92858J 10 8		Page 9 of 12


Item 1(a):		Name of Issuer.

		Vocus, Inc. (“Issuer”)

Item 1(b):		Address of Issuer’s Principal Executive Offices.

		4296 Forbes Boulevard
		Lanham, Maryland 20706

Item 2(a):		Name of Person Filing.

		This statement is filed by Edison Venture Fund IV, L.P., a Delaware limited partnership (“Edison Venture”), Edison Partners IV, L.P., a Delaware limited partnership (“Edison Partners”), and Gary Golding, John Martinson, Joe Allegra, Ross Martinson and Bruce Luehrs, each a general partner of Edison Partners (“Partners”). Edison Venture, Edison Partners and the Partners are collectively referred to as the “Reporting Persons”.

Item 2(b):		Address of Principal Business Office or, if none, Residence.

		The principal address for the Reporting Persons is 1009 Lenox Drive #4, Lawrenceville, New Jersey 08648

Item 2(c):		Citizenship.

		Each of Edison Venture and Edison Partners is a limited partnership organized under the laws of the state of Delaware. Each of the Partners is a citizen of the United States.

Item 2(d):		Title of Class of Securities.

		Common Stock, par value $.01 per share (“Common Stock”)

Item 2(e):		CUSIP Number.

		92858J 10 8

Item 3:		If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

		Not Applicable

Item 4:		Ownership.

		Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

		(a) Amount Beneficially Owned:

Schedule 13G


CUSIP No. 92858J 10 8		Page 10 of 12


				Edison Venture is the record holder of 1,809,419 shares of Common Stock (the “Record Shares”). As the general partner of Edison Venture, Edison Partners may be deemed to beneficially own the Record Shares. In their capacities as general partners of Edison Partners, each of the Partners may also be deemed to beneficially own the Record Shares.

				Each Reporting Person, other than Edison Venture, expressly disclaims beneficial ownership of the Record Shares, except to the extent of his or its pecuniary interest therein, if any.

		(b)		Percent of Class:

				Each Reporting Person: 12.2%

		(c)		Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote:

			-0-

	(ii)		Shared power to vote or to direct the vote:

			1,809,419 for each Reporting Person

	(iii)		Sole power to dispose or to direct the disposition of:

			-0-

	(iv)		Shared power to dispose or to direct the disposition of:

			1,809,419 for each Reporting Person


Item 5:		Ownership of Five Percent or Less of a Class.

		Not Applicable

Item 6:		Ownership of More than Five Percent on Behalf of Another Person.

		Not Applicable

Item 7:		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

		Not Applicable

Item 8:		Identification and Classification of Members of the Group.

		Not Applicable. Each of the Reporting Persons expressly disclaims membership in a “group” as defined in Rule 13d-1(b)(ii)(J).

Schedule 13G


CUSIP No. 92858J 10 8		Page 11 of 12


Item 9:		Notice of Dissolution of Group.

		Not Applicable

Item 10:		Certification.

		Not Applicable

Schedule 13G


CUSIP No. 92858J 10 8		Page 12 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


		Date:		February 13, 2006

EDISON VENTURE FUND IV, L.P.

EDISON PARTNERS IV, L.P.


		By:		* Gary Golding, General Partner


		* Gary Golding

		* John Martinson

		* Joe Allegra

		* Ross Martinson

		* Bruce Luehrs


*By:		/s/ Gary Golding Gary Golding, in his individual
		capacity and as attorney-in-fact

EX-1 2 w17489aexv1.htm EXHIBIT 1 exv1

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Vocus, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.


		Date:		February 9, 2006

EDISON VENTURE FUND IV, L.P.

EDISON PARTNERS IV, L.P.


		By:		* Gary Golding, General Partner


		* Gary Golding

		* John Martinson

		* Joe Allegra

		* Ross Martinson

		* Bruce Luehrs


*By:		/s/ Gary Golding Gary Golding, in his individual
		capacity and as attorney-in-fact

EX-2 3 w17489aexv2.htm EXHIBIT 2 exv2

Exhibit 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitute and appoint each and any of Gary Golding, Stephen Vintz, Kristie Scott and Christopher Davis his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to:

1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of each of the undersigned individually or on behalf of each or any of Edison Venture Fund IV, L.P. and Edison Partners IV, L.P. with respect to the securities of Vocus, Inc., a Delaware corporation (the “Company”), pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the National Association of Securities Dealers;

2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3. seek or obtain, as the representative of each of the undersigned and on behalf of each of the undersigned, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and each of the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and each of the undersigned approves and ratifies any such release of information; and

4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

Each of the undersigned acknowledges that:

1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

2. any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

3. neither the Company nor such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or

Exhibit 2

(c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with each of the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

Each of the undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as each of the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of each of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by each of the undersigned in a signed writing delivered to such attorneys-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 9th day of February 2006



	/s/ Gary Golding
	Gary Golding



	/s/ John Martinson
	John Martinson



	/s/ Joe Allegra
	Joe Allegra



	/s/ Ross Martinson
	Ross Martinson



	/s/ Bruce Luehrs
	Bruce Luehrs