Sec Form 4 Filing - Fingerhood Steven L @ HARRIS INTERACTIVE INC - 2012-06-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Fingerhood Steven L
2. Issuer Name and Ticker or Trading Symbol
HARRIS INTERACTIVE INC [ HPOL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE FERRY BUILDING, SUITE 255
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2012
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/15/2012 P 96,300 A 827,480 ( 2 ) I As Member Manager
Common Stock 06/15/2012 S 96,300 D 2,406,226 ( 3 ) I As Member Manager
Common Stock 2,164,314 ( 4 ) I As Member Manager
Common Stock 20,833 ( 5 ) I As Member Manager
Common Stock 63,500 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fingerhood Steven L
ONE FERRY BUILDING
SUITE 255
SAN FRANCISCO, CA94111
X
Signatures
/s/ Michael T. Burns as Attorney-in-Fact for Steven L. Fingerhood 06/19/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Technology Opportunity Partners, L.P. acquired a total of 96,300 shares of the Issuer from ZF Special Opportunities Fund L.L.C. for total cash consideration of $105,930. These shares were indirectly beneficially owned by the Reporting Person through ZF Special Opportunities Fund L.L.C. before the sale and they are now indirectly beneficially owned by the Reporting Person through Technology Opportunity Partners, L.P., all as further described below.
( 2 )These shares are held by Technology Opportunity Partners, L.P. The general partner of Technology Opportunity Partners, L.P. is Technology Opportunity Ventures L.L.C., a member-managed limited liability company, the managing member of which is SLF Partners, LLC. The managing member of SLF Partners, LLC is the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported shares for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )These shares are held by ZF Special Opportunities Fund L.L.C., a member-managed limited liability company, the managing member of which is Technology Opportunity Ventures L.L.C. The managing member of Technology Opportunity Ventures L.L.C. is SLF Partners, LLC and the managing member of SLF Partners LLC is the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported shares for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 4 )These shares are held by SLF Industry, L.P. The general partner of SLF Industry, L.P. is SLF Management, LLC, a member-managed limited liability company, the managing member of which is the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported shares for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 5 )These shares are held by Technology Opportunity Ventures L.L.C., a member-managed limited liability company, the managing member of which is SLF Partners, LLC. The managing member of SLF Partners, LLC is the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported shares for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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