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*
BATTERY VENTURES VI LP

(Last) (First) (Middle)
BATTERY VENTURES
20 WILLIAM STREET, SUITE 200

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OPTIUM CORP [ OPTM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2006
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 11/01/2006 C 6,713,955(1)(2)(3) A (1)(2)(3) 6,713,955 I See footnotes.(4)(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred stock (1) 11/01/2006 C 5,963,199 (1) (1) Common Stock 1,993,671 (1) 0 I See footnotes.(6)(7)
Series B Common Convertible Preferred Stock (2) 11/01/2006 C 14,006,018 (2) (2) Common Securities 1,657,433 (2) 0 I See footnotes.(8)(9)
Series C Senior Convertible Preferred Stock (3) 11/01/2006 C 29,064,498 (3) (3) Common Stock 2,422,041 (3) 0 I See footnotes.(10)(11)
Series D Senior Convertible Preferred Stock (3) 11/01/2006 C 7,689,727 (3) (3) Common Stock 640,810 (3) 0 I See footnotes.(12)(13)
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)
1. Name and Address of Reporting Person*
JONES MORGAN M

(Last) (First) (Middle)
C/O OPTIUM CORPORATION
500 HORIZON DRIVE, SUITE 505

(Street)
CHALFONT PA 18914

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Series A Convertible Preferred Stock converted automatically upon consummation of the Issuer's Initial Public Offering, at a conversion ratio of 0.09843. The Series A Convertible Preferred Stock was convertible at anytime, at the holder's election and automatically upon consummation of the Issuer's Initial Public Offering, and had no expiration date.
2. The Series B Convertible Preferred Stock converted automatically upon consummation of the Issuer's Initial Public Offering, at a conversion ratio of 0.11834. The Series B Convertible Preferred Stock was convertible at anytime, at the holders election, and automatically upon consummation of the Issuer's Initial Public Offering and had no expiration date.
3. The Series C and Series D Senior Convertible Preferred Stock converted automatically upon consummation of the Issuer's Initial Public Offering, at a conversion ratio of twelve-for-one. The Series C and Series D Senior Convertible Preferred Stock were convertible at anytime, at the holder's election and automatically upon consummation of the Issuer's Initial Public Offering and have no expiration date.
4. Of the reported securities 6,445,397 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.
5. Of the reported securities 268,558 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.
6. Of the reported underlying 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.
7. Of the reported underlying securities 79,747 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
8. Of the reported underlying securities 1,591,136 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 underlying securities 66,297 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 underlying 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.
11. Of the reported underlying securities 96,881 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.
12. Of the reported underlying securities 615,177 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.
13. Of the reported underlying securities 25,633 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 11/03/2006
/s/ Christopher Brown, attorney-in-fact 11/03/2006
/s/ Christopher Brown, attorney-in-fact 11/03/2006
/s/ Christopher Brown, attorney-in-fact 11/03/2006
/s/ Christopher Brown, attorney-in-fact 11/03/2006
/s/ Christopher Brown, attorney-in-fact 11/03/2006
/s/ Christopher Brown, attorney-in-fact 11/03/2006
/s/ Christopher Brown, attorney-in-fact 11/03/2006
/s/ Christopher Brown, attorney-in-fact 11/03/2006
/s/ Christopher Brown, attorney-in-fact 11/03/2006
** 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).
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