SEC FORM 3

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^*

ATV Associates VII, L.L.C.

(Last)

(First)

(Middle)

500 BOYLSTON ST., SUITE 1380

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2013

3. Issuer Name and Ticker or Trading Symbol
CHANNELADVISOR CORP [ ECOM ]

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)
Common Stock	0	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	191,565⁽²⁾	⁽¹⁾	I	By Funds⁽³⁾⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,503,282⁽²⁾	⁽¹⁾	I	By Funds⁽³⁾⁽⁴⁾⁽⁶⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	62,498⁽²⁾	⁽¹⁾	I	By Funds⁽³⁾⁽⁴⁾⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	736,866⁽²⁾	⁽¹⁾	I	By Funds⁽³⁾⁽⁴⁾⁽⁸⁾
Warrant to Purchase Common Stock (right to buy)	04/26/2007	04/26/2014	Common Stock	144,864⁽²⁾	$16	I	By Funds⁽³⁾⁽⁴⁾⁽⁹⁾
Warrant to Purchase Common Stock (right to buy)	08/29/2008	08/29/2015	Common Stock	90,763⁽²⁾	$10.96	I	By Funds⁽³⁾⁽⁴⁾⁽¹⁰⁾
Warrant to Purchase Common Stock (right to buy)	11/28/2008	11/28/2015	Common Stock	22,269⁽²⁾	$10.96	I	By Funds⁽³⁾⁽⁴⁾⁽¹¹⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	05/30/2008	⁽¹²⁾	Series C Preferred Stock	124,150	$0.685	I	By Funds⁽³⁾⁽⁴⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

ATV Associates VII, L.L.C.

(Last)

(First)

(Middle)

500 BOYLSTON ST., SUITE 1380

(Street)

BOSTON

02116

(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^*

ADVANCED TECHNOLOGY VENTURES VII LP

(Last)

(First)

(Middle)

500 BOYLSTON ST., SUITE 1380

(Street)

BOSTON

02116

(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^*

Advanced Technology Ventures VII(B), L.P.

(Last)

(First)

(Middle)

500 BOYLSTON ST., SUITE 1380

(Street)

BOSTON

02116

(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^*

Advanced Technology Ventures VII(C), L.P.

(Last)

(First)

(Middle)

500 BOYLSTON ST., SUITE 1380

(Street)

BOSTON

02116

(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^*

ATV Entrepreneurs VII, L.P.

(Last)

(First)

(Middle)

500 BOYLSTON ST., SUITE 1380

(Street)

BOSTON

02116

(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. Each share of convertible preferred stock is convertible, at any time, at the holder's election, into the issuer's common stock on a 1-for-16 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock will automatically convert into one-sixteenth of one share of the issuer's common stock. The convertible preferred stock has no expiration date.

2. The number of underlying shares of common stock reported reflects a 1-for-16 reverse stock split of the issuer's common stock effected on May 9, 2013.

3. ATV Associates VII, L.L.C. ("ATV LLC") is the general partner of Advanced Technology Ventures VII, L.P. ("ATV VII"), Advanced Technology Ventures VII (B), L.P. ("ATV VIIB"), Advanced Technology Ventures VII (C), L.P. ("ATV VIIC") and ATV Entrepreneurs VII, L.P. ("ATVE VII" and, together with ATV VII, ATV VIIB and ATV VIIC, the "Funds"). The Funds, together with ATV LLC, are the "ATV Entities."

4. ATV LLC disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed to be an admission that ATV LLC is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. Robert Hower, a managing director of ATV LLC, serves on the issuer's board of directors.

5. ATV VII owns 179,811 shares. ATV VIIB owns 7,215 shares. ATV VIIC owns 3,468 shares. ATVE VII owns 1,071 shares.

6. ATV VII owns 1,411,033 shares. ATV VIIB owns 56,624 shares. ATV VIIC owns 27,217 shares. ATVE VII owns 8,408 shares.

7. ATV VII owns 58,664 shares. ATV VIIB owns 2,354 shares. ATV VIIC owns 1,131 shares. ATVE VII owns 349 shares.

8. ATV VII owns 691,649 shares. ATV VIIB owns 27,755 shares. ATV VIIC owns 13,341 shares. ATVE VII owns 4,121 shares.

9. ATV VII owns warrants to purchase 135,976 shares. ATV VIIB owns warrants to purchase 5,456 shares. ATV VIIC owns warrants to purchase 2,622 shares. ATVE VII owns warrants to purchase 810 shares.

10. ATV VII owns warrants to purchase 85,195 shares. ATV VIIB owns warrants to purchase 3,418 shares. ATV VIIC owns warrants to purchase 1,643 shares. ATVE VII owns warrants to purchase 507 shares.

11. ATV VII owns warrants to purchase 20,904 shares. ATV VIIB owns warrants to purchase 838 shares. ATV VIIC owns warrants to purchase 403 shares. ATVE VII owns warrants to purchase 124 shares.

12. This warrant expires upon an initial public offering of the issuer's securities.

13. ATV VII owns warrants to purchase 116,533 shares. ATV VIIB owns warrants to purchase 4,676 shares. ATV VIIC owns warrants to purchase 2,257 shares. ATVE VII owns warrants to purchase 694 shares.

Remarks:

	/s/ William Wiberg, as Managing Director of ATV Associates VII, L.L.C.	05/22/2013
	/s/ William Wiberg, as Managing Director of ATV Associates VII, L.L.C., the general partner of Advanced Technology Ventures VII, L.P.	05/22/2013
	/s/ William Wiberg, as Managing Director of ATV Associates VII, L.L.C., the general partner of Advanced Technology Ventures VII (B), L.P.	05/22/2013
	/s/ William Wiberg, as Managing Director of ATV Associates VII, L.L.C., the general partner of Advanced Technology Ventures VII (C), L.P.	05/22/2013
	/s/ William Wiberg, as Managing Director of ATV Associates VII, L.L.C., the general partner of ATV Entrepreneurs VII, L.P.	05/22/2013
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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