SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Beam Kevin

(Last)

(First)

(Middle)

C/O TECHTARGET, INC.

275 GROVE STREET

(Street)

NEWTON

02466

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TechTarget Inc [ TTGT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former President

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/24/2018		M		100,000⁽¹⁾	A	⁽²⁾	481,808	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	07/24/2018		M			100,000	⁽³⁾	⁽³⁾	Common Stock	100,000	$0.00	0	D

Explanation of Responses:

1. Represents shares of TechTarget, Inc.'s ("TechTarget") Common Stock issued upon accelerated vesting of certain Restricted Stock Units ("RSUs") granted on August 3, 2016 pursuant to the terms of that certain Transition, Separation, and Release Agreement by and between the Reporting Person and TechTarget dated July 12, 2018 (the "Separation Agreement"). The Reporting Person's employment with TechTarget was terminated on July 24, 2018 (the "Separation Date"). In accordance with the Separation Agreement, delivery of the vested shares to the Reporting Person will be delayed until the six month anniversary of the Separation Date.

2. Each RSU represents a contingent right to receive one share of TechTarget's Common Stock upon vesting.

3. The RSUs were granted on August 3, 2016 in accordance with TechTarget's 2007 Stock Option and Incentive plan. The RSUs were scheduled to vest annually at a rate of 1/3 on each anniversary of the grant date. All of the unvested RSUs were accelerated on the Separation Date pursuant to the terms of the Separation Agreement.

Remarks:

The Reporting Person retired as TechTarget's President effective July 24, 2018. As a result, the Reporting Person is no longer subject to Section 16 in connection with his transactions in the equity securities of TechTarget and, therefore, will no longer report any such transactions on Form 4 or Form 5.

	Kevin Beam	07/25/2018
	** 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).
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