0001209191-12-040739.txt : 20120807 0001209191-12-040739.hdr.sgml : 20120807 20120807165619 ACCESSION NUMBER: 0001209191-12-040739 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120807 FILED AS OF DATE: 20120807 DATE AS OF CHANGE: 20120807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAY PARTNERS X ENTREPRENEURS FUND LP CENTRAL INDEX KEY: 0001130811 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35616 FILM NUMBER: 121014039 BUSINESS ADDRESS: STREET 1: 10600 NORTH DEANZA BLVD STREET 2: STE 100 CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087252444 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAY PARTNERS X LP CENTRAL INDEX KEY: 0001130813 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35616 FILM NUMBER: 121014042 BUSINESS ADDRESS: STREET 1: 10600 NORTH DEANZA BLVD STREET 2: STE 100 CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087252444 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PHILLIPS STUART G CENTRAL INDEX KEY: 0001225479 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35616 FILM NUMBER: 121014041 MAIL ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Eloqua, Inc. CENTRAL INDEX KEY: 0001375271 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980551177 BUSINESS ADDRESS: STREET 1: 1921 GALLOWS ROAD STREET 2: SUITE 250 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 703-584-2750 MAIL ADDRESS: STREET 1: 1921 GALLOWS ROAD STREET 2: SUITE 250 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: ELOQUA LTD DATE OF NAME CHANGE: 20060912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bay Management Co X, LLC CENTRAL INDEX KEY: 0001540244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35616 FILM NUMBER: 121014040 BUSINESS ADDRESS: STREET 1: 490 S CALIFORNIA AVENUE STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 650-854-1500 MAIL ADDRESS: STREET 1: 490 S CALIFORNIA AVENUE STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94306 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-08-07 0 0001375271 Eloqua, Inc. ELOQ 0001540244 Bay Management Co X, LLC 490 S. CALIFORNIA AVENUE SUITE 200 PALO ALTO CA 94306 0 0 1 0 0001130811 BAY PARTNERS X ENTREPRENEURS FUND LP 490 S. CALIFORNIA AVENUE SUITE 200 PALO ALTO CA 94306 0 0 1 0 0001130813 BAY PARTNERS X LP 490 S. CALIFORNIA AVENUE SUITE 200 PALO ALTO CA 94306 0 0 1 0 0001225479 PHILLIPS STUART G C/O BAY PARTNERS 490 S. CALIFORNIA AVENUE SUITE 200 PALO ALTO CA 94306 0 0 1 0 Common Stock 2012-08-07 4 C 0 5930700 A 5930700 I See footnote Common Stock 2012-08-07 4 C 0 328614 A 328614 I See footnote Series B Convertible Preferred Stock 2012-08-07 4 C 0 4818733 D Common Stock 4818733 0 I See footnote Series C Convertible Preferred Stock 2012-08-07 4 C 0 1111967 D Common Stock 1111967 0 I See footnote Series B Convertible Preferred Stock 2012-08-07 4 C 0 267001 D Common Stock 267001 0 I See footnote Series C Convertible Preferred Stock 2012-08-07 4 C 0 61613 D Common Stock 61613 0 I See footnote The Series B and Series C Convertible Preferred Stock is convertible into Common Stock on a 2.5-to-1 basis at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering, and have no expiration date. The securities are held directly by Bay Partners X, L.P. Bay Management Company X, LLC is the General Partner of Bay Partners X, L.P. and has the sole voting and dispositive power with respect to the shares. Neal Dempsey, a director of the Issuer, and Stuart G. Phillips are Managing Members of the Bay Management Company X, LLC and share voting and dispositive power over the shares held of record by Bay Partners X, L.P. Each Reporting Person disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein. The securities are held directly by Bay Partners X Entrepreneurs Fund, L.P. Bay Management Company X, LLC is the General Partner of Bay Partners X Entrepreneurs Fund, L.P. and has the sole voting and dispositive power with respect to the shares. Neal Dempsey, a director of the Issuer, and Stuart G. Phillips are Managing Members of the Bay Management Company X, LLC and share voting and dispositive power over the shares held of record by Bay Partners X Entrepreneurs Fund, L.P. Each Reporting Person disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein. Not applicable. The expiration date is not relevant to the conversion of these securities. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any securities for purposes of Section 16 or for any other purpose. This report is one of two reports, each on a separate Form 4 but relating to the same transaction, being filed by the associated Reporting Persons. /s/ Stuart Phillips, Managing Member to Bay Management Company X LLC, the General Partner of Bay Partners X, LP and Bay Partners X Entrepreneurs Fund, LP 2012-08-07