UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CHANNELADVISOR CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
159179100
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 159179100 | Page 2 of 11 Pages |
1. | Name of Reporting Persons Advanced Technology Ventures VII, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒1 | |||||
3. | SEC USE ONLY | |||||
4. | Citizenship or Place of Organization Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 0 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |||||
| 12. | Type of Reporting Person (See Instructions) PN | |||||
| CUSIP No. 159179100 | Page 3 of 11 Pages |
1. | Name of Reporting Persons Advanced Technology Ventures VII (B), L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒1 | |||||
3. | SEC USE ONLY | |||||
4. | Citizenship or Place of Organization Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 0 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |||||
| 12. | Type of Reporting Person (See Instructions) PN | |||||
| CUSIP No. 159179100 | Page 4 of 11 Pages |
1. | Name of Reporting Persons Advanced Technology Ventures VII(C), L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒1 | |||||
3. | SEC USE ONLY | |||||
4. | Citizenship or Place of Organization Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 0 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |||||
| 12. | Type of Reporting Person (See Instructions) PN | |||||
| CUSIP No. 159179100 | Page 5 of 11 Pages |
1. | Name of Reporting Persons ATV Entrepreneurs VII, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒1 | |||||
3. | SEC USE ONLY | |||||
4. | Citizenship or Place of Organization Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 0 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |||||
| 12. | Type of Reporting Person (See Instructions) PN | |||||
| CUSIP No. 159179100 | Page 6 of 11 Pages |
1. | Name of Reporting Persons ATV Associates VII, L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒1 | |||||
3. | SEC USE ONLY | |||||
4. | Citizenship or Place of Organization Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 0 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |||||
| 12. | Type of Reporting Person (See Instructions) OO | |||||
| CUSIP No. 159179100 | Page 7 of 11 Pages |
Introductory Note: This Statement on Schedule 13G/A is filed on behalf of Advanced Technology Ventures VII, L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VII”), Advanced Technology Ventures VII (B), L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VII-B”), Advanced Technology Ventures VII(C), L.P., a limited partnership organized under the laws of the State of Delaware (“ATV VII-C”), ATV Entrepreneurs VII, L.P., a limited partnership organized under the laws of the State of Delaware (“ATVE VII”) and ATV Associates VII, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ATVA VII” and collectively with ATV VII, ATV VII-B, ATV VII-C and ATVE VII, the “ATV Entities”) in respect of shares of common stock of ChannelAdvisor Corporation. The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
Item 1.
| (a) | Name of Issuer |
ChannelAdvisor Corporation
| (b) | Address of Issuer’s Principal Executive Offices |
2701 Aerial Center Parkway
Morrisville, NC 27560
Item 2.
| (a) | Name of Person Filing |
Advanced Technology Ventures VII, L.P.
Advanced Technology Ventures VII (B), L.P.
Advanced Technology Ventures VII(C), L.P.
ATV Entrepreneurs VII, L.P.
ATV Associates VII, L.L.C.
| (b) | Address of Principal Business Office or, if none, Residence | |
| 500 Boylston Street, Suite 1380, Boston, Massachusetts 02116 |
| CUSIP No. 159179100 | Page 8 of 11 Pages |
| (c) | Citizenship |
Each of ATV VII, ATV VII-B, ATV VII-C and ATVE VII are limited partnerships organized in the State of Delaware. ATVA VII is a limited liability company organized in the State of Delaware.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
159179100
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| Item 4. | Ownership |
(a) | Amount Beneficially Owned as of December 31, 2013: |
| Advanced Technology Ventures VII, L.P | 0 |
| Advanced Technology Ventures VII (B), L.P. | 0 |
| Advanced Technology Ventures VII(C), L.P. | 0 |
| ATV Entrepreneurs VII, L.P. | 0 |
| ATV Associates VII, L.L.C. | 0 |
| (b) | Percent of Class as of December 31, 2013: |
| Advanced Technology Ventures VII, L.P | 0.0% |
| Advanced Technology Ventures VII (B), L.P. | 0.0% |
| Advanced Technology Ventures VII(C), L.P. | 0.0% |
| ATV Entrepreneurs VII, L.P. | 0.0% |
| ATV Associates VII, L.L.C. | 0.0% |
| (c) | Number of shares as to which the person has, as of December 31, 2013: |
| (i) | Sole power to vote or to direct the vote |
| Advanced Technology Ventures VII, L.P | 0 |
| Advanced Technology Ventures VII (B), L.P. | 0 |
| Advanced Technology Ventures VII(C), L.P. | 0 |
| ATV Entrepreneurs VII, L.P. | 0 |
| ATV Associates VII, L.L.C. | 0 |
| CUSIP No. 159179100 | Page 9 of 11 Pages |
| (ii) | Shared power to vote or to direct the vote |
| Advanced Technology Ventures VII, L.P | 0 |
| Advanced Technology Ventures VII (B), L.P. | 0 |
| Advanced Technology Ventures VII(C), L.P. | 0 |
| ATV Entrepreneurs VII, L.P. | 0 |
| ATV Associates VII, L.L.C. | 0 |
| (IV) | Sole power to dispose or to direct the disposition of |
| Advanced Technology Ventures VII, L.P | 0 |
| Advanced Technology Ventures VII (B), L.P. | 0 |
| Advanced Technology Ventures VII(C), L.P. | 0 |
| ATV Entrepreneurs VII, L.P. | 0 |
| ATV Associates VII, L.L.C. | 0 |
| (iv) | Shared power to dispose or to direct the disposition of |
| Advanced Technology Ventures VII, L.P | 0 |
| Advanced Technology Ventures VII (B), L.P. | 0 |
| Advanced Technology Ventures VII(C), L.P. | 0 |
| ATV Entrepreneurs VII, L.P. | 0 |
| ATV Associates VII, L.L.C. | 0 |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
| CUSIP No. 159179100 | Page 10 of 11 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: February 10, 2015
| Advanced Technology Ventures VII, L.P. | |||
| By: ATV Associates VII, L.L.C., its General Partner | |||
| By: | /s/ Jean George | ||
Authorized Signatory | |||
| Advanced Technology Ventures VII (B), L.P. | |||
| By: ATV Associates VII, L.L.C., its General Partner | |||
| By: | /s/ Jean George | ||
Authorized Signatory | |||
| Advanced Technology Ventures VII(C), L.P. | |||
| By: ATV Associates VI, L.L.C., its General Partner | |||
| By: | /s/ Jean George | ||
Authorized Signatory | |||
| ATV Entrepreneurs VII, L.P. | |||
| By: ATV Associates VII, L.L.C., its General Partner | |||
| By: | /s/ Jean George | ||
Authorized Signatory | |||
| ATV Associates VII, L.L.C. | |||
| By: | /s/ Jean George | ||
Authorized Signatory | |||
| CUSIP No. 159179100 | Page 11 of 11 Pages |
EXHIBITS
| A: | Joint Filing Agreement (Incorporated by reference from Exhibit A to Schedule 13G filed on February 13, 2014). |