Edgar Filing: BROWN MICHAEL MAURICE

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Battery Partners VIII Side Fund, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
03/21/2012

3. Issuer Name and Ticker or Trading Symbol
ExactTarget, Inc. [ET]

(Last)

(First)

(Middle)

930 WINTER STREET,Â SUITE 2500

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 Original Filed(Month/Day/Year)

(Street)

WALTHAM,Â MAÂ 02451

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	20,000 ⁽⁸⁾	I	See footnote ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	6,715,124 ⁽⁸⁾	$ ⁽²⁾	I	See footnote ⁽³⁾
Series E Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	2,169,980 ⁽⁸⁾	$ ⁽⁴⁾	I	See footnote ⁽⁵⁾
Series G Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	903,108 ⁽⁸⁾	$ ⁽⁶⁾	I	See footnote ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Battery Partners VIII Side Fund, LLC 930 WINTER STREET SUITE 2500 WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
BROWN MICHAEL MAURICE 20 NORTH MERIDIAN STREET SUITE 200 INDIANAPOLIS,Â INÂ 46204	Â X	Â X	Â	Â
TOBIN SCOTT R 930 WINTER STREET WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
TABORS R DAVID 930 WINTER STREET SUITE 2500 WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â

Signatures

/s/ Christopher Schiavo, acting as attorney-in-fact for Battery Partners VIII Side Fund, LLC		03/21/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo, acting as attorney-in-fact for Michael M. Brown		03/21/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo, acting as attorney-in-fact for Scott R. Tobin		03/21/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo, acting as attorney-in-fact for R. David Tabors		03/21/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares reported in column 2 represent shares held of record by Battery Management Company, LLC. Thomas J. Crotty has sole voting and dispositive power over the shares held by Battery Management Company, LLC.
(2)	Shares of Series D Convertible Preferred Stock are convertible at any time at the election of the Reporting Persons and will automatically convert into Common Stock on a 2-for-1 basis immediately upon the closing of the Issuer's initial public offering. There is no expiration date.
(3)	The shares reported in column 3 include 3,357,562 owned of record by Battery Ventures VIII Side Fund, L.P. and 3,357,562 owned of record by Battery Ventures VIII, L.P. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, LLC is the sole general partner of Battery Ventures VIII Side Fund, L.P. Michael Brown, Neeraj Agrawal, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and Battery Ventures VIII Side Fund, LLC and may be deemed to have shared voting and dispositive power over the shares held by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P.
(4)	Shares of Series E Convertible Preferred Stock are convertible at any time at the election of the Reporting Persons and will automatically convert into Common Stock on a 2-for-1 basis immediately upon the closing of the Issuer's initial public offering. There is no expiration date.
(5)	The shares reported in column 3 include 1,084,990 owned of record by Battery Ventures VIII Side Fund, L.P. and 1,084,990 owned of record by Battery Ventures VIII, L.P. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, LLC is the sole general partner of Battery Ventures VIII Side Fund, L.P. Michael Brown, Neeraj Agrawal, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and Battery Ventures VIII Side Fund, LLC and may be deemed to have shared voting and dispositive power over the shares held by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P.
(6)	Shares of Series G Convertible Preferred Stock are convertible at any time at the election of the Reporting Persons and will automatically convert into Common Stock on a 2-for-1 basis immediately upon the closing of the Issuer's initial public offering. There is no expiration date.
(7)	The shares reported in column 3 include 451,554 owned of record by Battery Ventures VIII Side Fund, L.P. and 451,554 owned of record by Battery Ventures VIII, L.P. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, LLC is the sole general partner of Battery Ventures VIII Side Fund, L.P. Michael Brown, Neeraj Agrawal, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and Battery Ventures VIII Side Fund, LLC and may be deemed to have shared voting and dispositive power over the shares held by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P.
(8)	The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Â Remarks: TheÂ reportingÂ personsÂ areÂ partÂ ofÂ aÂ 13(d)Â groupÂ owningÂ moreÂ thanÂ 10%Â ofÂ theÂ Issuer'sÂ outstandingÂ equityÂ securities.Â Â DueÂ toÂ theÂ limitÂ ofÂ jointÂ filersÂ thatÂ canÂ beÂ includedÂ onÂ oneÂ form,Â BatteryÂ VenturesÂ VIII,Â L.P.,Â BatteryÂ VenturesÂ VIIIÂ SideÂ Fund,Â L.P.,Â BatteryÂ ManagementÂ Company,Â LLC,Â BatteryÂ PartnersÂ VIII,Â LLC,Â BatteryÂ VenturesÂ VIIIÂ SideÂ Fund,Â LLC,Â NeerajÂ Agrawal,Â MichaelÂ M.Â Brown,Â ThomasÂ J.Â Crotty,Â SunilÂ Dhawali,Â RichardÂ D.Â Frisbie,Â KennethÂ P.Â Lawler,Â RogerÂ H.Â Lee,Â R.Â DavidÂ TaborsÂ andÂ ScottÂ R.Â TobinÂ haveÂ filedÂ twoÂ separateÂ formsÂ simultaneously,Â whichÂ relateÂ toÂ theÂ sameÂ securitiesÂ ofÂ theÂ IssuerÂ heldÂ byÂ suchÂ reportingÂ persons.

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