SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* BATTERY VENTURES VI LP (Last) (First) (Middle) BATTERY VENTURES 20 WILLIAM STREET, SUITE 200 (Street) WELLESLEY MA 02481 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/26/2006	3. Issuer Name and Ticker or Trading Symbol OPTIUM CORP [ OPTM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	1,993,671	(1)	I	See footnotes.(2)(3)
Series B Convertible Preferred Stock	(4)	(4)	Common Stock	1,657,433	(4)	I	See footnotes.(5)(6)
Series C Senior Convertible Preferred Stock	(7)	(7)	Common Stock	2,422,041	(7)	I	See footnotes.(8)(9)
Series D Senior Convertible Preferred Stock	(7)	(7)	Common Stock	640,810	(7)	I	See footnotes.(10)(11)

1. Name and Address of Reporting Person* BATTERY VENTURES VI LP (Last) (First) (Middle) BATTERY VENTURES 20 WILLIAM STREET, SUITE 200 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BATTERY PARTNERS VI LLC (Last) (First) (Middle) BATTERY VENTURES 20 WILLIAM STREET, SUITE 200 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BATTERY INVESTMENT PARTNERS VI LLC (Last) (First) (Middle) BATTERY VENTURES 20 WILLIAM STREET, SUITE 200 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CURME OLIVER D (Last) (First) (Middle) BATTERY VENTURES 20 WILLIAM STREET, SUITE 200 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CROTTY THOMAS J (Last) (First) (Middle) BATTERY VENTURES 20 WILLIAM STREET, SUITE 200 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FRISBIE RICHARD D (Last) (First) (Middle) BATTERY VENTURES 20 WILLIAM STREET, SUITE 200 (Street) WELLESLEY PA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LAWLER KENNETH P (Last) (First) (Middle) BATTERY VENTURES 20 WILLIAM STREET, SUITE 200 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SHERMAN MARK H (Last) (First) (Middle) BATTERY VENTURES 20 WILLIAM STREET, SUITE 200 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TOBIN SCOTT R (Last) (First) (Middle) BATTERY VENTURES 20 WILLIAM STREET, SUITE 200 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series A Convertible Preferred Stock is convertible at anytime, at the holder's election and automatically upon consummation of the Issuer's Initial Public Offering, at a conversion ratio of 0.09843 and has no expiration date.

2. Of the reported securities 1,913,924 are owned directly by Battery Ventures VI, L.P. The sole general partner of Battery Ventures VI, L.P. is Battery Partners VI, LLC. The managing members of Battery Partners VI, LLC are Thomas J. Crotty, Oliver D. Curme, Richard D. Frisbie, Morgan M. Jones, Kenneth P. Lawler, Mark H. Sherman and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VI, L.P. Each of Messrs. Crotty, Curme, Frisbie, Jones, Lawler, Sherman and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. Of the reported securities 79,747 are owned directly by Battery Investment Partners VI, LLC. The sole general partner of Battery Ventures VI, L.P. is Battery Partners VI, LLC. The managers of Battery Investment Partners VI, LLC are Thomas J. Crotty and Oliver D. Curme, who hold voting and dispositive power for the shares held by Battery Investment Partners VI, LLC. Mr. Jones is a member of Battery Investment Partners VI, LLC. Each of Messrs. Crotty, Curme and Jones disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. The Series B Convertible Preferred Stock is convertible at anytime, at the holder's election and automatically upon consummation of the Issuer's Initial Public Offering, at a conversion ratio of 0.11834 and has no expiration date.

5. Of the reported securities 66,297 are owned directly by Battery Ventures VI, L.P. The sole general partner of Battery Ventures VI, L.P. is Battery Partners VI, LLC. The managing members of Battery Partners VI, LLC are Thomas J. Crotty, Oliver D. Curme, Richard D. Frisbie, Morgan M. Jones, Kenneth P. Lawler, Mark H. Sherman and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VI, L.P. Each of Messrs. Crotty, Curme, Frisbie, Jones, Lawler, Sherman and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

6. Of the reported securities 575,949 are owned directly by Battery Investment Partners VI, LLC. The managers of Battery Investment Partners VI, LLC are Thomas J. Crotty and Oliver D. Curme, who hold voting and dispositive power for the shares held by Battery Investment Partners VI, LLC. Mr. Jones is a member of Battery Investment Partners VI, LLC. Each of Messrs. Crotty, Curme and Jones disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

7. The Series C and Series D Senior Convertible Preferred Stock are convertible at anytime, at the holder's election and automatically upon consummation of the Issuer's Initial Public Offering, at a conversion ratio of twelve-for-one and has no expiration date.

8. Of the reported securities 2,325,160 are owned directly by Battery Ventures VI, L.P. The sole general partner of Battery Ventures VI, L.P. is Battery Partners VI, LLC. The managing members of Battery Partners VI, LLC are Thomas J. Crotty, Oliver D. Curme, Richard D. Frisbie, Morgan M. Jones, Kenneth P. Lawler, Mark H. Sherman and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VI, L.P. Each of Messrs. Crotty, Curme, Frisbie, Jones, Lawler, Sherman and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

9. Of the reported securities 90,881 are owned directly by Battery Investment Partners VI, LLC. The managers of Battery Investment Partners VI, LLC are Thomas J. Crotty and Oliver D. Curme, who hold voting and dispositive power for the shares held by Battery Investment Partners VI, LLC. Mr. Jones is a member of Battery Investment Partners VI, LLC. Each of Messrs. Crotty, Curme and Jones disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

10. Of the reported securities 615,178 are owned directly by Battery Ventures VI, L.P. The sole general partner of Battery Ventures VI, L.P. is Battery Partners VI, LLC. The managing members of Battery Partners VI, LLC are Thomas J. Crotty, Oliver D. Curme, Richard D. Frisbie, Morgan M. Jones, Kenneth P. Lawler, Mark H. Sherman and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VI, L.P. Each of Messrs. Crotty, Curme, Frisbie, Jones, Lawler, Sherman and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

11. Of the reported securities 25,632 are owned directly by Battery Investment Partners VI, LLC. The managers of Battery Investment Partners VI, LLC are Thomas J. Crotty and Oliver D. Curme, who hold voting and dispositive power for the shares held by Battery Investment Partners VI, LLC. Mr. Jones is a member of Battery Investment Partners VI, LLC. Each of Messrs. Crotty, Curme and Jones disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/ Christopher Brown, attorney-in-fact	10/26/2006
	/s/ Christopher Brown, attorney-in-fact	10/26/2006
	/s/ Christopher Brown, attorney-in-fact	10/26/2006
	/s/ Christopher Brown, attorney-in-fact	10/26/2006
	/s/ Christopher Brown, attorney-in-fact	10/26/2006
	/s/ Christopher Brown, attorney-in-fact	10/26/2006
	/s/ Christopher Brown, attorney-in-fact	10/26/2006
	/s/ Christopher Brown, attorney-in-fact	10/26/2006
	/s/ Christopher Brown, attorney-in-fact	10/26/2006
	** Signature of Reporting Person	Date
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