SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Onvia, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

68338t403

(CUSIP Number)

Symphony Technology Group, LLC

2475 Hanover Street

Palo Alto, California 94304

Telephone: (650) 935-9500

with copies to:

Steve L. Camahort, Esq.

Shearman & Sterling LLP

Four Embarcadero, Suite 3800

San Francisco, CA 94111

Telephone: (415) 616-1100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 10, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*  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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 68338t403

1.	Names of Reporting Persons. STG UGP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,242,781 (See Item 5)
		9.	Sole Dispositive Power 0
		10	Shared Dispositive Power 1,242,781 (See Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,242,781 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11) 14.59% (See Item 5)
14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 68338t403

1.	Names of Reporting Persons. STG III GP, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,242,781 (See Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,242,781 (See Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,242,781 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11) 14.59% (See Item 5)
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 68338t403

1.	Names of Reporting Persons. STG III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,097,251 (See Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,097,251 (See Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,097,251 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11) 12.89% (See Item 5)
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 68338t403

1.	Names of Reporting Persons. STG III-A, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 145,530 (See Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 145,530 (See Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 145,530 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11) 1.71% (See Item 5)
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 68338t403

1.	Names of Reporting Persons. Romesh Wadhwani
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,242,781 (See Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,242,781 (See Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,242,781 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.	Percent of Class Represented by Amount in Row (11) 14.59% (See Item 5)
14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 2 (this “Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission on behalf of STG UGP, LLC, a Delaware limited liability company (“STG UGP”), STG III GP, L.P., a Delaware limited partnership (“STG III GP”), STG III, L.P., a Delaware limited partnership (“STG III”), STG III-A, L.P., a Delaware limited partnership (“STG III-A” and, together with STG UGP, STG III GP and STG III, “STG”) and Dr. Romesh Wadhwani, an individual (“Dr. Wadhwani” and, together with STG, the “Reporting Persons”) on December 21, 2010 (the “Schedule 13D”) is being filed pursuant to Rule 13d-2 of the Securities Exchange Act, as amended, on behalf of the Reporting Persons to amend certain information previously reported by the Reporting Persons in the Schedule 13D by adding the information set forth below to the items indicated. Unless otherwise stated herein, all capitalized terms used in this Amendment No. 2 have the same meanings as those set forth in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following after the second paragraph thereof:

“On January 7, 2011, Symphony Technology Group submitted a non-binding indication of interest to acquire all of the outstanding stock of Onvia for $5.30 to $5.50 per share, a copy of which is attached hereto as Exhibit 99.7 and incorporated herein by reference. On January 30, 2012, Symphony Technology Group submitted a non-binding indication of interest to acquire all of the outstanding stock of Onvia for $4.25 per share, a copy of which is attached hereto as Exhibit 99.8 and incorporated herein by reference.

On April 10, 2012, STG III filed with the Securities and Exchange Commission (the “SEC”) a proxy statement, in connection with its solicitation of proxies (the “Solicitation”) from the stockholders of the Issuer to consent to certain actions at the Issuer’s 2012 annual meeting of stockholders, including the election of three (3) nominees, Tim Dowd, Connie Capone and Anirudh Kulkarni to serve as directors of the Issuer.”

Item 5. Interest in Securities of the Issuer

(a) The Reporting Persons may be deemed to beneficially own an aggregate of 1,242,781 shares of Common Stock (the “Shares”).

The Company has reported on its Annual Report on Form 10-K for the period ended December 31, 2011, that there were 8,512,338 shares of Common Stock issued and outstanding as of March 1, 2012. The Shares that may be deemed to be beneficially owned by the Reporting Persons represent approximately 14.59% of the outstanding shares of Common Stock as of March 15, 2012. The foregoing percentage was calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically excludes from such calculations all securities not outstanding which are subject to options, warrants, rights or conversion privileges and which are beneficially owned by any person other than the Reporting Persons.

By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those shares held by any other members of the group.”

(b) 1,097,251 shares of Common Stock are owned directly by STG III and 145,530 shares of Common Stock are owned directly by STG III-A. STG III GP is the sole general partner of STG III and STG III-A and consequently has the power to vote or direct the voting, or dispose or direct the disposition, of all of the Shares. STG UGP is the sole general partner of STG III GP and controls the voting or disposition of all of the Shares. Dr. Wadhwani is the sole Manager of STG UGP and either has sole authority and discretion to manage and conduct the affairs of STG UGP or has veto power over the management and conduct of STG UGP. By reason of these relationships, each of the Reporting Persons may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of the Shares beneficially owned by such Reporting Person as indicated above.

STG III GP, STG UGP and Dr. Wadhwani each disclaim beneficial ownership of the Shares held directly by STG III and STG III-A except to the extent of their pecuniary interest therein. The filing of this Statement shall not be construed as an admission that any of the Reporting Persons share beneficial ownership for purposes of Section 13(d) of the Exchange Act.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

Except as set forth above, to the knowledge of the Reporting Persons, none of the Managing Persons has beneficial ownership of any Shares.

Item 7. Material to be Filed as Exhibits

99.7	Letter from Symphony Technology Group to the Chairman of the Board of Directors of Onvia, Inc. dated January 7, 2011.
99.8	Letter from Symphony Technology Group to the Chairman of the Board of Directors of Onvia, Inc. dated January 30, 2012.

SIGNATURE

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

Dated: April 13, 2012	STG UGP, LLC
	By:	/s/ Brad MacMillan
	Name: Brad MacMillan
	Title: Authorized Person
	STG III GP, L.P. By: STG UGP, LLC, its general partner
	By:	/s/ Brad MacMillan
	Name: Brad MacMillan
	Title:
	STG III, L.P. By: STG III GP, L.P., its general partner By: STG UGP, LLC, its general partner
	By:	/s/ Brad MacMillan
	Name: Brad MacMillan
	Title: Authorized Person
	STG III-A, L.P. By: STG III GP, L.P., its general partner By: STG UGP, LLC, its general partner
	By:	/s/ Brad MacMillan
	Name: Brad MacMillan
	Title: Authorized Person
	ROMESH WADHWANI
	By:	/s/ Brad MacMillan
	Name: Brad MacMillan
	Title: Authorized Person

EX-99.7

Exhibit 99.7

STRICTLY CONFIDENTIAL

VIA EMAIL

January 07, 2011

Mr. Robert Brown, Chairman of the Board of Directors

Onvia Inc.

509 Olive Way | Suite 400 | Seattle, Washington 98101 | United States

Dear Bob:

Symphony Technology Group (“STG”) is pleased to present for your consideration the following non-binding indication of interest (the “Proposal”) to acquire 100% of the capital stock of Onvia, Inc. (“Onvia or “the Company”). Given our investment focus, the deep operational skills of our senior partners, and our knowledge of Onvia and its markets, we believe we are uniquely suited to lead the next phase of the Company’s evolution.

Background and Strategic Interest

In preparation for this indication of interest, we have spent considerable time and expense researching Onvia and the business to government (B2G) space. We have met with several companies in the B2G procurement value chain to develop a perspective on the assets required to build a clear #1 in the space and have developed a detailed roadmap for a play in the sector with Onvia as a key component of the strategy. As you also know, we have acquired close to 15% of the outstanding Onvia stock.

As you may know, Symphony’s investment focus and credibility in the private equity space is well suited to understanding your business as well as completing an expeditious diligence process with a very high likelihood of success. We have over $1B in assets under management, with the majority of this in un-invested capital from the last $900M fund we raised in 2007. Our investment focus is solely dedicated to mid-market technology investing, with a particular focus on technology enabled information services, consulting and software sectors. We have made over 14 investments in these sectors over the past 7 years. Bottom line, we understand your sector, we understand your business model, and we understand how to quickly get deals done in these sectors.

Our Proposal

1. Purchase Price. Based on our review of publicly available information on Onvia and our own investigation of the business both directly and through consultants, our proposal is for STG to acquire Onvia through a newly formed entity (Newco LLC) for a consideration of $5.30 to $5.50 per share. This assumes total shares outstanding of approximately 8,424,626 based on your September 30 10-Q and the other information you have publicly disclosed regarding your capital structure.

2. Additional Due Diligence. We have already done considerable due diligence on Onvia based on publicly available information, and thus believe that assuming full access to Management, we can complete our due diligence in an expedited manner. Our diligence will be focused in three key areas:

2475 Hanover Street — Palo Alto, CA 94304

Phone: 650- 935- 9500 — Fax: 650- 935- 9501 — www.symphonytg.com

• Basic and confirmatory financial / accounting due diligence: – We have engaged the Transaction Services team from a well known accounting firm to help us complete our confirmatory accounting review. We have worked with this firm on a number of transactions, and are confident in their ability to complete their review with 2-3 weeks total, assuming access to the Company and it its books and records;

• Business due diligence: via a handful of meetings with management we will look to confirm our understanding of basic business trends, revenue trajectory as well as organizational / cost structure details. Given our expertise in the sector, there should not be a need for a review of the basics of the business and market; instead these discussions should be far more focused on the business fundamentals of Onvia, understanding key revenue sources / relationships, risks and opportunities;

• Limited customer / partner diligence: Toward the end of the four to six week period during which we propose to complete our diligence and finalize definitive transaction documentation, we would plan to speak with a handful of important customers to understand their perspectives on Onvia and future buying intentions. This activity can be completed in a few days, after all or most other work is completed and will be conducted with discretion; and

• Legal due diligence and documentation: We have engaged Shearman and Sterling LLP to support our review of any outstanding legal items as well as to help with the completion of a definitive agreement. The particular attorney working on the project has worked with Symphony on dozens of transactions and takes a business-oriented approach to deals and issues and understands what we view as important.

3. Timing/Exclusivity. Assuming access to management, we believe that this process, both the due diligence and drafting of definitive documentation, can be completed within 4-6 weeks. We would expect the Company to engage with us exclusively during this period given the intensity of effort and expenditure that will be necessary to meet such an expedited timeline.

4. Necessary Approvals. STG is a very lean organization, and all decision makers have been and will be intimately involved in this process, and thus our final decision making with respect to the acquisition will not add additional time or risk to this process.

2475 Hanover Street — Palo Alto, CA 94304

Phone: 650- 935- 9500 — Fax: 650- 935- 9501 — www.symphonytg.com

5. Financing. We plan to implement the Proposal using equity funds from STG III, L.P and STG III-A, L.P (collectively, “STG III”) and Company cash on hand. We do not anticipate a financing condition associated with this offer.

6. Go Shop Provision. In light of our request for exclusivity, we anticipate that the merger agreement with respect to the transaction would provide the Company a 30 day go-shop period during which pro-active solicitation of alternative proposals by the Company would be permitted and entitle the Company to pay a reduced termination fee in connection with any such proposal completed during such period.

7. Confidentiality. The proposal described herein is being made on the understanding that the Company shall not make any disclosure to any third party of the existence or contents of this letter, the transactions contemplated hereby, or the status of negotiations with respect thereto (other than any such disclosure to the Company’s representatives who have a need to know such information in furtherance of the transactions contemplated hereby). Without limiting the generality of the foregoing, we currently believe that this proposal does not necessitate public disclosure by either of us.

Any such public disclosure on your behalf may void this proposal at our sole discretion.

8. Names and Contact Details. Any communication with STG should be directed to:

Symphony Technology Group

c/o William Chisholm, Managing Director

2475 Hanover Street

Palo Alto, CA 94304

650-935-9531 (office)

650-906-9771 (mobile)

bill@symphonytg.com (email)

We believe that this Proposal is a compelling proposal that is in the best interests of the Company’s stockholders. Provisions of this letter constitute a non-binding expression of intent and are not intended, and shall not be construed, to constitute a binding obligation of Symphony Technology Group.

We look forward to discussing the Proposal with you as soon as possible.

Sincerely,

By:	/s/ William Chisholm
	William Chisholm
	Managing Director
	Symphony Technology Group

2475 Hanover Street — Palo Alto, CA 94304

Phone: 650- 935- 9500 — Fax: 650- 935- 9501 — www.symphonytg.com

EX-99.8

Exhibit 99.8

STRICTLY CONFIDENTIAL

VIA EMAIL

January 30, 2012

Mr. Robert Brown, Chairman of the Board of Directors

Onvia Inc.

509 Olive Way | Suite 400 | Seattle, Washington 98101 | United States

Dear Bob:

As you know, Symphony Technology Group (“STG”) is a significant stockholder in Onvia, owning nearly 15% of the Company’s outstanding shares. We have held this position for over one year, and during this time have become increasingly frustrated with the Company’s operating performance and the Board of Director’s unwillingness to consider strategic alternatives for the business, including the proposal that we made to acquire the business last January (2011), which you declined to entertain. At this time, we strongly encourage the Board of Directors to engage with us in the process we describe below, which is designed to maximize stockholder value, and to do so in advance of the upcoming deadline for stockholders to nominate new Board members and otherwise submit business for Onvia’s 2012 annual meeting.

As a first step in Onvia’s stockholder value maximizing process, we are pleased to submit a non-binding indication of interest to purchase all outstanding stock of Onvia for $4.25 per share, as outlined in more detail below. It is essential that Onvia and STG explore this very attractive proposal on an exclusive basis in light of management bandwidth issues at Onvia and the considerable resources STG would have to expend to complete this transaction expeditiously. STG would, however, expect to provide Onvia a customary 30-day go-shop period should we reach definitive agreement. Clearly, an important next step will be for Onvia to hire a financial advisor promptly.

Background and Strategic Interest

We believe that the sale of Onvia is in the best interests of stockholders for the following reasons:

1) Onvia has consistently under-performed, with this underperformance continuing even under new management

Over a long-term horizon, stockholder patience with Onvia’s management and board has not been rewarded. For the five year period ending January 27^th, 2012, Onvia’s stock price declined from $6.20 to $3.01, a loss of 51.5%. It has underperformed by 66.8% vs. the NASDAQ and 44.1% vs. the S&P 500 during this timeframe. Over the three year period ending January 27^th, 2012, Onvia’s stock price declined from $4.10 to $3.01, a loss of 26.6%. It has underperformed by 113.7% vs. the NASDAQ and 82.3% vs. the S&P 500 during this timeframe. Over the last year, Onvia has continued to destroy stockholder value, adding concrete evidence to our belief that the company would be best served as a private entity. Specifically, on an absolute basis, Onvia’s 30-day stock price trading average as of January 27^th, 2012 was $2.94 versus $4.42 for the comparable period a year ago, a decline of 33.5%. Furthermore, on a relative basis, Onvia’s stock price as of January 27^th 2012 declined by 31.4% versus a year ago, compared to a 2.2% increase in the Nasdaq and a 1.3% increase in the S&P 500. Onvia’s stock price performance has been driven by deteriorating operating fundamentals. Revenue for the latest twelve month period ending September 2011 fell to $24.1M from $27.5M, a 12.3% decline, and cash flow from operations fell to $1.4M from $2.3M, a 39.1% decline. Onvia’s financial and operating performance, combined with its small absolute market capitalization and low trading volume, all point to the conclusion that the company should restructure its business as a private entity.

2) The Company’s stated reason for its recent revenue declines is questionable, and we believe declines will continue for the foreseeable future.

As we understand it, Management has claimed that the 2011 top line performance (declines of over 12% through the LTM period ended September 2011) was largely driven by an intended strategy of focusing on larger “enterprise” clients and moving away from less profitable smaller clients. If this is the case and we are “betting the Company” on the enterprise segment, then we are very concerned that the head of Onvia enterprise sales has recently been removed from the Company’s website. To us, this suggests that the Company’s stated strategy isn’t working.

3) A Company of Onvia’s size does not belong as a public company.

Onvia is far too subscale to be able to amortize its fixed cost base over sufficient revenue to achieve attractive profitability. Furthermore, its market capitalization of approximately $26M as of January 27^th is below that of most micro-capitalization stocks and it has had a de minimus average trading volume of less than 6,500 shares per day over the last 30 day period. This lack of operating and capital markets scale will not allow the company to attract the analyst coverage or long-term investor base required to maximize stockholder value in a public context. The company would be much better served by restructuring and adding scale as a private entity with a long-term, patient majority shareholder.

4) Onvia’s market is becoming increasingly competitive and a standalone Onvia doesn’t have the resources to compete in its market.

A number of large players have recently entered Onvia’s sector, and the Company simply does not have the investment resources to compete as a standalone company in the government data segment going forward. The recent acquisitions of EagleEye, FedSources and Input by large well-funded companies like Bloomberg and Deltek signal a shift in the government data market. These companies are all committing significant amounts of capital and resources to these markets, and we believe it is a matter of time before Onvia will no longer be competitive standalone.

For all of these reasons, we believe the Board must formally consider strategic alternatives, and as part of that process we submit the following proposal.

Our Proposal

1. Purchase Price. Based on our review of publicly available information on Onvia and our own investigation of the business both directly and through consultants, our proposal is for STG to acquire Onvia for a consideration of $4.25 per share. This assumes total shares outstanding of approximately 8,490,062 based on your September 30^th 10-Q and the other information you have publicly disclosed regarding your capital structure.

Our proposed price of $4.25 per share represents a 41.2% premium to Onvia’s closing stock price of $3.01 on January 27^th, 2012. To put the attractiveness of this offer in perspective, assuming a 15% EBITDA margin (Onvia’s September 2011 LTM EBITDA margin was 14.7%) and Onvia’s current trading multiple of 4.2x TEV / TTM EBITDA, Onvia would have to grow revenue to $40.8M to achieve a $4.25 stock price. This would equate to 69.5% total growth from LTM September 2011 revenue of $24.1M, or five years of revenue growth at an 11.1% annual growth rate. From a time, value maximization and execution risk perspective, Onvia’s stockholders would be much better off accepting STG’s proposal.

2. Additional Due Diligence. We have already done considerable due diligence on Onvia based on publicly available information, and thus believe that, assuming full access to Management, we can complete our due diligence in an expedited manner. Our diligence will be focused in three key areas:

• Basic and confirmatory financial / accounting due diligence: – We have engaged the Transaction Services team from a well known accounting firm to help us complete our confirmatory accounting review. We have worked with this firm on a number of transactions, and are confident in their ability to complete their review with 2-3 weeks total, assuming access to the Company and it its books and records;

• Business due diligence: via a handful of meetings with management we will look to confirm our understanding of basic business trends, revenue trajectory as well as organizational / cost structure details. Given our expertise in the sector, there should not be a need for a review of the basics of the business and market; instead these discussions should be far more focused on the business fundamentals of Onvia, understanding key revenue sources / relationships, risks and opportunities;

• Limited customer / partner diligence: Toward the end of the four week period during which we propose to complete our diligence and finalize definitive transaction documentation, we would plan to speak with a handful of important customers to understand their perspectives on Onvia and future buying intentions. This activity can be completed in a few days, after all or most other work is completed and will be conducted with discretion; and

• Legal due diligence and documentation: We have engaged Shearman and Sterling LLP to support our review of any outstanding legal items as well as to help with the completion of a definitive agreement. The particular attorney working on the project has worked with Symphony on dozens of transactions and takes a business-oriented approach to deals and issues and understands what we view as important.

3. Timing/Exclusivity. Assuming access to management, we believe that this process, both the due diligence and drafting of definitive documentation, can be completed within 4 weeks. As noted above, we would require the Company to engage with us exclusively during this period given the intensity of effort and expenditure that will be necessary to meet such an expedited timeline.

4. Necessary Approvals. STG is a very lean organization, and all decision makers have been and will be intimately involved in this process, and thus our final decision making with respect to the acquisition will not add additional time or risk to this process.

5. Financing. We plan to implement the Proposal using equity funds from STG III, L.P and STG III-A, L.P (collectively, “STG III”) and Company cash on hand. We do not anticipate a financing condition associated with this offer.

6. Go Shop Provision. In light of our request for exclusivity, we anticipate that the merger agreement with respect to the transaction would provide the Company a 30-day go-shop period during which pro-active solicitation of alternative proposals by the Company would be permitted and entitle the Company to pay a reduced termination fee in connection with any such proposal completed during such period.

7. Confidentiality. The proposal described herein is being made on the understanding that the Company shall not make any disclosure to any third party of the existence or contents of this letter, the transactions contemplated hereby, or the status of negotiations with respect thereto (other than any such disclosure to the Company’s representatives who have a need to know such information in furtherance of the transactions contemplated hereby). Without limiting the generality of the foregoing, we currently believe that this proposal does not necessitate public disclosure by either of us. Any such public disclosure on your behalf may void this proposal at our sole discretion.

8. Next Steps. As you know, Symphony and other large stockholders of Onvia have some important decisions to make in advance of the expiration in mid-February of the period during which Symphony and other stockholders have the right to nominate directors and submit other business for Onvia’s 2012 Annual Meeting. Symphony is hereby requesting the opportunity to speak with Onvia’s Board of Directors and management to discuss our proposal. We would respectfully urge your prompt attention to our proposal and would expect to hear back from by 5PM (Pacific time) on Thursday, February 2^nd, 2012.

9. Names and Contact Details. Any communication with STG should be directed to:

Symphony Technology Group

c/o William Chisholm, Managing Director

2475 Hanover Street

Palo Alto, CA 94304

650-935-9531 (office)

650-906-9771 (mobile)

bill@symphonytg.com (email)

We believe that this proposal is a compelling proposal that is in the best interests of the Company’s stockholders. Provisions of this letter constitute a non-binding expression of intent and are not intended, and shall not be construed, to constitute a binding obligation of Symphony Technology Group.

We look forward to discussing the proposal with you.

Sincerely,

By:	/s/ William Chisholm
	William Chisholm
	Managing Director
	Symphony Technology Group