Sec Form 4 Filing - HOAG JAY C @ TechTarget Inc - 2014-12-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HOAG JAY C 2. Issuer Name and Ticker or Trading Symbol TechTarget Inc [ TTGT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) May be part of 13(d) group (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2014 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 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 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 12/09/2014 J( 1 ) 981,325 D $ 9.797 ( 2 ) 6,439,611 I TCV V, L.P. ( 3 ) Common Stock 12/09/2014 J( 1 ) 18,675 D $ 9.797 ( 2 ) 122,549 I TCV Member Fund, L.P. ( 4 ) Common Stock 12/11/2014 S 981,325 D $ 10 5,458,286 I TCV V, L.P. ( 3 ) Common Stock 12/11/2014 S 18,675 D $ 10 103,874 I TCV Member Fund, L.P. ( 4 ) Common Stock 55,943 I TCV Management 2004, L.L.C. ( 5 )

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 Securit ies 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 HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X May be part of 13(d) group KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of 13(d) group DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of 13(d) group REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of 13(d) group Signatures Frederic D. Fenton Authorized signatory for Jay C. Hoag 12/11/2014 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for Richard H. Kimball 12/11/2014 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for John L. Drew 12/11/2014 Signature of Reporting Person Date Frederic D. Fenton Authorized signatory for Jon Q. Reynolds, Jr. 12/11/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These Common Stock shares were repurchased by TechTarget, Inc. (the "Company") pursuant to a Purchase Agreement between TCV V, L.P. ("TCV V"), TCV Member Fund, L.P. ("TCV Member Fund") and the Company, dated December 9, 2014. ( 2 )The purchase price per share of Common Stock was equal to 97% of the closing price of the Common Stock on the Nasdaq Global Market on December 8, 2014. ( 3 )These shares are directly held by TCV V. Each of Jay C. Hoag, Richard H. Kimball, John L. Drew and Jon Q. Reynolds, Jr. (collectively, the "TCM Members") are Class A Members of Technology Crossover Management V, L.L.C. ("TCM V") which is the general partner of TCV V. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV V, but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 4 )These shares are directly held by TCV Member Fund. Each of the TCM Members is (i) a Class A Member of TCM V, which is a general partner of TCV Member Fund and (ii) a limited partner of TCV Member Fund. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV Member Fund, but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 5 )These shares are directly held by TCV Management 2004, L.L.C. ("TCM 2004") and include shares that were previously reported as owned by Hoag which were subsequently transferred to TCM 2004 by Hoag. The TCM Members are members of TCM 2004 but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

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 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.