Sec Form 4 Filing - Beam Kevin @ TechTarget Inc - 2018-07-24

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 Beam Kevin 2. Issuer Name and Ticker or Trading Symbol TechTarget Inc [ TTGT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former President (Last) (First) (Middle) C/O TECHTARGET, INC., 275 GROVE STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2018 (Street) NEWTON, MA02466 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 07/24/2018 M 100,000 ( 1 ) A 481,808 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 Restricted Stock Units ( 2 ) 07/24/2018 M 100,000 ( 3 ) ( 3 ) Common Stock 100,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beam Kevin C/O TECHTARGET, INC. 275 GROVE STREET NEWTON, MA02466 Former President Signatures Kevin Beam 07/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of TechTarget, Inc.'s ("TechTarget") Common Stock issued upon accelerated vesting of certain Restricted Stock Units ("RSUs") granted on August 3, 2016 pursuant to the terms of that certain Transition, Separation, and Release Agreement by and between the Reporting Person and TechTarget dated July 12, 2018 (the "Separation Agreement"). The Reporting Person's employment with TechTarget was terminated on July 24, 2018 (the "Separation Date"). In accordance with the Separation Agreement, delivery of the vested shares to the Reporting Person will be delayed until the six month anniversary of the Separation Date. ( 2 )Each RSU represents a contingent right to receive one share of TechTarget's Common Stock upon vesting. ( 3 )The RSUs were granted on August 3, 2016 in accordance with TechTarget's 2007 Stock Option and Incentive plan. The RSUs were scheduled to vest annually at a rate of 1/3 on each anniversary of the grant date. All of the unvested RSUs were accelerated on the Separation Date pursuant to the terms of the Separation Agreement.

Remarks: The Reporting Person retired as TechTarget's President effective July 24, 2018. As a result, the Reporting Person is no longer subject to Section 16 in connection with his transactions in the equity securities of TechTarget and, therefore, will no longer report any such transactions on Form 4 or Form 5.

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).

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