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