John Drew Form 4 TechTarget / JON Q REYNOLDS JR ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOAG JAY C

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TechTarget Inc [ TTGT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
May be part of 13(d) group

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/18/2015		A		5,485(1)	A	$0	5,485	D(2)
Common Stock								61,604	I	TCV Management 2004, L.L.C.(3)
Common Stock								5,458,286	I	TCV V, L.P.(4)
Common Stock								103,874	I	TCV Member Fund, L.P.(5)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Director Stock Option (right to buy)	$7.93	12/18/2015		A		2,500		12/18/2015	12/18/2025	Common Stock	2,500	$0	2,500	D(2)

1. Name and Address of Reporting Person^*

HOAG JAY C

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KIMBALL RICK

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DREW JOHN

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REYNOLDS JON Q JR

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. These shares were issued as director compensation under the TechTarget, Inc., 2007 Stock Option and Incentive Plan; the number of shares is determined by dividing the accrued director's fees by the closing price of the issuer's shares on 12/18/2015.

2. These shares are directly held by Jay C. Hoag ("Hoag"). Hoag has sole dispositive power over the shares, however, TCV Management 2004, L.L.C. ("TCM 2004") owns 100% of the pecuniary interest therein. Hoag, Richard H. Kimball, John L. Drew and Jon Q. Reynolds, Jr. (collectively, the "TCM 2004 Members") are members of TCM 2004, but each disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

3. These shares are directly held by TCM 2004 and include shares that were previously reported as owned by Hoag which were subsequently transferred to TCM 2004 by Hoag. The TCM 2004 Members are members of TCM 2004 but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

4. These shares are directly held by TCV V, L.P. Each of the TCM 2004 Members are Class A Members of Technology Crossover Management V, L.L.C. ("TCM V") which is the general partner of TCV V, L.P. The TCM 2004 Members and TCM V may be deemed to beneficially own the shares held by TCV V, L.P., but the TCM 2004 Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

5. These shares are directly held by TCV Member Fund, L.P. Each of the TCM 2004 Members is (i) a Class A Member of TCM V, which is a general partner of TCV Member Fund, L.P. and (ii) a limited partner of TCV Member Fund, L.P. The TCM 2004 Members and TCM V may be deemed to beneficially own the shares held by TCV Member Fund, L.P., but the TCM 2004 Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

Remarks:

	Frederic D. Fenton Authorized signatory for Jay C. Hoag	12/22/2015
	Frederic D. Fenton Authorized signatory for Richard H. Kimball	12/22/2015
	Frederic D. Fenton Authorized signatory for John L. Drew	12/22/2015
	Frederic D. Fenton Authorized signatory for Jon Q. Reynolds, Jr.	12/22/2015
	** Signature of Reporting Person	Date
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