Sec Form 4 Filing - Battery Ventures VIII lp @ Bazaarvoice Inc - 2012-02-29

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
Battery Ventures VIII lp
2. Issuer Name and Ticker or Trading Symbol
Bazaarvoice Inc [ BV]
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)
C/O BATTERY VENTURES, 930 WINTER STREET, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YY)
02/29/2012
(Street)
WALTHAM, MA02451
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 02/29/2012 C 50,000 A 4,585,885 I ( 2 ) By Battery Ventures VIII, L.P. ( 2 )
Common Stock 02/29/2012 C 3,309,306 A 7,895,191 I ( 2 ) By Battery Ventures VIII, L.P. ( 2 )
Common Stock 02/29/2012 C 884,615 A 8,779,806 I ( 2 ) By Battery Ventures VIII, L.P. ( 2 )
Common Stock 02/29/2012 S 877,981 D $ 12 7,901,825 I ( 2 ) By Battery Ventures VIII, L.P. ( 2 )
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 T ransaction(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
Series A Preferred Stock ( 1 ) 02/29/2012 C 50,000 ( 1 ) ( 1 ) Common Stock 50,000 ( 1 ) 0 I ( 2 ) By Battery Ventures VIII, L.P. ( 2 )
Series C Preferred Stock ( 3 ) 02/29/2012 C 3,309,306 ( 3 ) ( 3 ) Common Stock 3,309,306 ( 3 ) 0 I ( 2 ) By Battery Ventures VIII, L.P. ( 2 )
Series D Preferred Stock ( 4 ) 02/29/2012 C 884,615 ( 4 ) ( 4 ) Common Stock 884,615 ( 4 ) 0 I ( 2 ) By Battery Ventures VIII, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Battery Ventures VIII lp
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500
WALTHAM, MA02451
X
Battery Partners VIII, LLC
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500
WALTHAM, MA02451
X
BROWN MICHAEL MAURICE
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500
WALTHAM, MA02451
X
CROTTY THOMAS J
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500
WALTHAM, MA02451
X
DHALIWAL SUNIL
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500
WALTHAM, MA02451
X
FRISBIE RICHARD D
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500
WALTHAM, MA02451
X
LAWLER KENNETH P
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500
WALTHAM, MA02451
X
Lee Roger H
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500
WALTHAM, MA02451
X
TABORS R DAVID
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500
WALTHAM, MA02451
X
TOBIN SCOTT R
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500
WALTHAM, MA02451
X
Signatures
/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Ventures VIII, L.P.) 02/29/2012
Signature of Reporting Person Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Partners VIII, LLC) 02/29/2012
Signature of Reporting Person Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Michael Brown) 02/29/2012
Signature of Reporting Person Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Thomas J. Crotty) 02/29/2012
Signature of Reporting Person Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Sunil Dhaliwal) 02/29/2012
Signature of Reporting Person Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Richard D. Frisbie) 02/29/2012
Signature of Reporting Person Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Kenneth P. Lawler) 02/29/2012
Signature of Reporting Person Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Roger H. Lee) 02/29/2012
Signature of Reporting Person Date
/s/ Christopher Schiavo (as Attorney-in-Fact for R. David Tabors) 02/29/2012
Signature of Reporting Person Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Scott R. Tobin) 02/29/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering.
( 2 )The reported securities are owned directly by Battery Ventures VIII, L.P. The sole general partner of Battery Ventures VIII, L.P. is Battery Partners VIII, LLC. Neeraj Agrawal, Michael Brown, 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 have voting and investment power over the shares held by Battery Ventures VIII, L.P. Each of Messrs. Agrawal, Brown, Crotty, Dhaliwal, Frisbie, Lawler, Lee, Tabors and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
( 3 )The Series C Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering.
( 4 )The Series D Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering.

Remarks:
The reporting persons are part of a 13(d) group with beneficial ownership of more than 10% of a class of the Issuer's equity securitiesregistered under Section 12 of the Exchange Act. Due to the limited number of joint filers that can be included on one form, BatteryVentures VIII, L.P., Battery Partners VIII, LLC, Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie,Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin have filed two separate forms simultaneously, both of whichrelate to the same transactions involving the securities of the Issuer beneficially owned by such reporting persons.

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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