Sec Form 4 Filing - Battery Ventures IX, L.P. @ CHAMPIONS ONCOLOGY, INC. - 2015-03-11

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 IX, L.P.
2. Issuer Name and Ticker or Trading Symbol
CHAMPIONS ONCOLOGY, INC. [ CSBR]
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 MARINA PARK DRIVE, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2015
(Street)
BOSTON, MA02210
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 03/11/2015 P 6,250,000 A $ 0.4 22,281,040 ( 1 ) I By Funds ( 2 )
Common Stock 03/11/2015 J( 3 ) 1,161,549 ( 3 ) A $ 0 ( 3 ) 23,442,589 ( 1 ) I By Funds ( 4 )
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
Warrant to purchase shares of Common Stock $ 0.48 03/11/2015 A 3,437,500 03/11/2015 03/11/2020 Common Stock 3,437,500 ( 5 ) 3,437,500 ( 1 ) I By Funds ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Battery Ventures IX, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Battery Investment Partners IX, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Battery Partners IX, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
CROTTY THOMAS J
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
FRISBIE RICHARD D
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
LAWLER KENNETH P
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
TABORS R DAVID
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
TOBIN SCOTT R
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X X
Lee Roger H
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Agrawal Neeraj
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Signatures
/s/ Christopher Schiavo, acting as attorney-in-fact for Battery Ventures IX, L.P. 03/13/2015
Signature of Reporting Person Date
/s/ Christopher Schiavo, acting as attorney-in-fact for Battery Investment Partners IX, LLC 03/13/2015
Signature of Reporting Person Date
/s/ Christopher Schiavo, acting as attorney-in-fact for Battery Partners IX, LLC 03/13/2015
Signature of Reporting Person Date
/s/ Christopher Schiavo, acting as attorney-in-fact for Thomas J. Crotty 03/13/2015
Signature of Reporting Person Date
/s/ Christopher Schiavo, acting as attorney-in-fact for Richard D. Frisbie 03/13/2015
Signature of Reporting Person Date
/s/ Christopher Schiavo, acting as attorney-in-fact for Kenneth P. Lawler 03/13/2015
Signature of Reporting Person Date
/s/ Christopher Schiavo, acting as attorney-in-fact for R. David Tabors 03/13/2015
Signature of Reporting Person Date
/s/ Christopher Schiavo, acting as attorney-in-fact for Scott R. Tobin 03/13/2015
Signature of Reporting Person Date
/s/ Christopher Schiavo, acting as attorney-in-fact for Roger H. Lee 03/13/2015
Signature of Reporting Person Date
/s/ Christopher Schiavo, acting as attorney-in-fact for Neeraj Agrawal 03/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
( 2 )Consists of 22,060,458 shares of the Issuer's Common Stock held by Battery Ventures IX, L.P. ("BVIX") and 220,582 shares of the Issuer's Common Stock held by Battery Investment Partners IX, LLC ("BIPIX"). Battery Partners IX, LLC ("BPIX") is the sole general partner of BVIX and the sole manager of BIPIX. Battery Management Corp. ("BMC") is the investment adviser of BPIX. Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin, Roger H. Lee, Neeraj Agrawal, Michael M. Brown and Jesse Feldman (collectively, the "Managing Members") are the managing members of BPIX. The Managing Members are also officers of BMC (collectively, the "Officers"). The Managing Members and the Officers, in their respective capacities as such, may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX.
( 3 )As more particularly described in the Schedule 13D/A filed as a result of the transaction, the 1,161,549 shares of Common Stock were issued for no consideration pursuant to contractual anti-dilution undertakings of the Issuer in its Securities Purchase Agreement dated March 24, 2011 between the Issuer, BVIX, BIPIX and certain other investors.
( 4 )Consists of 23,210,508 shares of the Issuer's Common Stock held BVIX and 232,081 shares of the Issuer's Common Stock held by BIPIX. BPIX is the sole general partner of BVIX and the sole manager of BIPIX. BMC is the investment adviser of BPIX. The Managing Members are the managing members of BPIX. The Officers are the officers of BMC. The Managing Members and the Officers, in their respective capacities as such, may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX.
( 5 )The warrant was acquired in connection with the purchase of Common Stock pursuant to the Securities Purchase Agreement dated March 11, 2015 between the Issuer, BVIX, BIPIX and certain other investors for no additional consideration.
( 6 )Consists of a warrant to purchase 3,403,469 shares of the Issuer's Common Stock held by BVIX and a warrant to purchase 34,031 shares of the Issuer's Common Stock held by BIPIX. BPIX is the sole general partner of BVIX and the sole manager of BIPIX. BMC is the investment adviser of BPIX. The Managing Members are the managing members of BPIX. The Officers are the officers of BMC. The Managing Members and the Officers, in their respective capacities as such, may be deemed to have shared voting and dispositive power over the underlying shares held by BVIX and BIPIX.

Remarks:
The Reporting Persons are part of a 13(d) group owning more than 10% of the Issuer's outstanding equity securities. Due to the limit of joint filers that can be included on one form, BVIX, BIPIX, BPIX the Managing Members and the Directors have to file two separate forms simultaneously, which relate to the same securities of the Issuer held 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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