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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Bay Management Co X, LLC (Last) (First) (Middle) 490 S. CALIFORNIA AVENUE SUITE 200 (Street) PALO ALTO CA 94306 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Eloqua, Inc. [ ELOQ ]	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) 08/07/2012
	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	08/07/2012		C		5,930,700	A	(1)	5,930,700	I	See footnote(2)
Common Stock	08/07/2012		C		328,614	A	(1)	328,614	I	See footnote(3)

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 B Convertible Preferred Stock	(4)	08/07/2012		C			4,818,733	(1)	(5)	Common Stock	4,818,733	(1)	0	I	See footnote(2)
Series C Convertible Preferred Stock	(4)	08/07/2012		C			1,111,967	(1)	(5)	Common Stock	1,111,967	(1)	0	I	See footnote(2)
Series B Convertible Preferred Stock	(4)	08/07/2012		C			267,001	(1)	(5)	Common Stock	267,001	(1)	0	I	See footnote(3)
Series C Convertible Preferred Stock	(4)	08/07/2012		C			61,613	(1)	(5)	Common Stock	61,613	(1)	0	I	See footnote(3)

1. Name and Address of Reporting Person* Bay Management Co X, LLC (Last) (First) (Middle) 490 S. CALIFORNIA AVENUE SUITE 200 (Street) PALO ALTO CA 94306 (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* BAY PARTNERS X ENTREPRENEURS FUND LP (Last) (First) (Middle) 490 S. CALIFORNIA AVENUE SUITE 200 (Street) PALO ALTO CA 94306 (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* BAY PARTNERS X LP (Last) (First) (Middle) 490 S. CALIFORNIA AVENUE SUITE 200 (Street) PALO ALTO CA 94306 (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* PHILLIPS STUART G (Last) (First) (Middle) C/O BAY PARTNERS 490 S. CALIFORNIA AVENUE SUITE 200 (Street) PALO ALTO CA 94306 (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 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.

2. 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.

3. 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.

4. Not applicable.

5. The expiration date is not relevant to the conversion of these securities.

Remarks:

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	08/07/2012
	** Signature of Reporting Person	Date
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