Sec Form 4 Filing - PACITTI CHRISTOPHER A @ 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
PACITTI CHRISTOPHER A
2. Issuer Name and Ticker or Trading Symbol
Bazaarvoice Inc [ BV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 WEST SIXTH STREET, SUITE 2300
3. Date of Earliest Transaction (MM/DD/YY)
02/29/2012
(Street)
AUSTIN, TX78701
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 13,096,110 A 13,096,110 I ( 2 ) By Austin Ventures VIII, L.P. ( 2 )
Common Stock 02/29/2012 C 1,919,691 A 15,015,801 I ( 2 ) By Austin Ventures VIII, L.P. ( 2 )
Common Stock 02/29/2012 C 546,993 A 15,562,794 I ( 2 ) By Austin Ventures VIII, L.P. ( 2 )
Common Stock 02/29/2012 C 576,923 A 16,139,717 I ( 2 ) By Austin Ventures VIII, L.P. ( 2 )
Common Stock 02/29/2012 S 1,613,972 D $ 12 14,525,745 I ( 2 ) By Austin 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 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
Series A Preferred Stock ( 1 ) 02/29/2012 C 13,096,110 ( 1 ) ( 1 ) Common Stock 13,096,110 ( 1 ) 0 I ( 2 ) By Austin Ventures VIII, L.P. ( 2 )
Series B Preferred Stock ( 3 ) 02/29/2012 C 1,919,691 ( 3 ) ( 3 ) Common Stock 1,919,691 ( 3 ) 0 I ( 2 ) By Austin Ventures VIII, L.P. ( 2 )
Series C Preferred Stock ( 4 ) 02/29/2012 C 546,993 ( 4 ) ( 4 ) Common Stock 546,993 ( 4 ) 0 I ( 2 ) By Austin Ventures VIII, L.P. ( 2 )
Series D Preferred Stock ( 5 ) 02/29/2012 C 576,923 ( 5 ) ( 5 ) Common Stock 576,923 ( 5 ) 0 I ( 2 ) By Austin Ventures VIII, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PACITTI CHRISTOPHER A
300 WEST SIXTH STREET, SUITE 2300
AUSTIN, TX78701
X X
AUSTIN VENTURES VIII LP
300 WEST SIXTH STREET, SUITE 2300
AUSTIN, TX78701
X
AV PARTNERS VIII LP
300 WEST SIXTH STREET, SUITE 2300
AUSTIN, TX78701
X
ARAGONA JOSEPH C
300 WEST SIXTH STREET, SUITE 2300
AUSTIN, TX78701
X
DEANGELIS KENNETH P
300 WEST SIXTH STREET, SUITE 2300
AUSTIN, TX78701
X
THORNTON JOHN D
300 WEST SIXTH STREET, SUITE 2300
AUSTIN, TX78701
X
Signatures
/s/ Bryan C. Barksdale (as Attorney-in-Fact for Christopher A. Pacitti) 02/29/2012
Signature of Reporting Person Date
/s/ Bryan C. Barksdale (as Attorney-in-Fact for Austin Ventures VIII, L.P.) 02/29/2012
Signature of Reporting Person Date
/s/ Bryan C. Barksdale (as Attorney-in-Fact for AV Partners VIII, L.P.) 02/29/2012
Signature of Reporting Person Date
/s/ Bryan C. Barksdale (as Attorney-in-Fact for Joseph C. Aragona) 02/29/2012
Signature of Reporting Person Date
/s/ Bryan C. Barksdale (as Attorney-in-Fact for Kenneth P. DeAngelis) 02/29/2012
Signature of Reporting Person Date
/s/ Bryan C. Barksdale (as Attorney-in-Fact for John D. Thornton) 02/29/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Preferred St ock, 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 Austin Ventures VIII, L.P. The general partner of Austin Ventures VIII, L.P. is AV Partners VIII, L.P. Joseph C. Aragona, Kenneth P. DeAngelis, Christopher A. Pacitti and John D. Thornton are the general partners of AV Partners VIII, L.P. and have voting and investment power over the shares held by Austin Ventures VIII, L.P. Such persons and entities disclaim beneficial ownership of the shares held by Austin Ventures VIII, L.P. except to the extent of any pecuniary interest therein.
( 3 )The Series B 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 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.
( 5 )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:
Joseph C. Aragona, Kenneth P. DeAngelis, Christopher A. Pacitti and John D. Thornton are the general partners of AV Partners VIII, L.P.,which serves as the general partner of Austin Ventures VIII, L.P. Each reporting person disclaims the existence of a "group"and disclaims beneficial ownership of any securities (except to the extent of such reporting person's pecuniary interest insuch securities) other than any securities reported herein as being directly owned by such reporting person, and this report shallnot be deemed an admission that such reporting person is the beneficial owner of any securities for purposes of Section 16 or for anyother purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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