Sec Form 4 Filing - HELLMAN & FRIEDMAN CAPITAL PARTNERS III LP @ BLACKBAUD INC - 2006-02-22

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 HELLMAN & FRIEDMAN CAPITAL PARTNERS III LP 2. Issuer Name and Ticker or Trading Symbol BLACKBAUD INC [ BLKB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE MARITIME PLAZA, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2006 (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 ( 1 ) ( 2 ) 02/22/2006( 1 )( 2 ) D( 3 ) 7,765,973 D 0 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 HELLMAN & FRIEDMAN CAPITAL PARTNERS III LP ONE MARITIME PLAZA 12TH FLOOR SAN FRANCISCO, CA94111 X Signatures /s/ David Tunnell 02/24/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )HELLMAN & FRIEDMAN CAPITAL PARTNERS III, L.P. ("HFCP III") IS A CALIFORNIA LIMITED PARTNERSHIP. THE SOLE GENERAL PARTNER OF HFCP III IS H&F INVESTORS III, A CALIFORNIA GENERAL PARTNERSHIP. THE MANAGING GENERAL PARTNER OF H&F INVESTORS III IS HELLMAN & FRIEDMAN ASSOCIATES III, L.P., A CALIFORNIA LIMITED PARTNERSHIP, AND THE MANAGING GENERAL PARTNER OF HELLMAN FRIEDMAN ASSOCIATES III, L.P. IS H&F INVESTORS III, INC., A CALIFORNIA C CORPORATION ("H&F INC." ). THE SOLE SHAREHOLDER OF H&F INC. IS THE HELLMAN FAMILY REVOCABLE TRUST (THE "TRUST"). MR. F. WARREN HELLMAN IS A DIRECTOR OF H&F INC. AND A TRUSTEE OF THE TRUST. THE INVESTMENT DECISIONS OF H&F INC. ARE MADE BY AN EXECUTIVE COMMITTEE, OF WHICH MR. HELLMAN IS A VOTING MEMBER. THE EXECUTIVE COMMITTEE INDIRECTLY EXERCISES SOLE VOTING AND INVESTMENT POWER WITH RESPECT TO THE SHARES HELD BY HFCP III. ( 2 )AS A MEMBER OF THE EXECUTIVE COMMITTEE, MR. HELLMAN COULD BE DEEMED TO BENEFICIALLY OWN SUCH SHARES, BUT DISCLAIMS SUCH BENEFICIAL OWNERSHIP EXCEPT TO THE EXTENT OF HIS INDIRECT PECUNIARY INTEREST IN SUCH SHARES. ( 3 )ON FEBRUARY 22, 2006, HFCP III MADE A DISTRIBUTION OF 7,765,973 SHARES OF COMMON STOCK TO ITS LIMITED PARTNERS.

Remarks: Hellman & Friedman Capital Partners III, L.P. By: Its General Partner, H&F Investors III By: Its Managing General Partner, Hellman & Friedman Associates III, L.P. By: Its Managing General Partner, H&F Investors III, Inc.

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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