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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (d)
Under the Securities Exchange Act of 1934
(Amendment No. )*
TechTarget, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
87874R100
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
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. 87874R100 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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CUSIP No. 87874R100 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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CUSIP No. 87874R100 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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CUSIP No. 87874R100 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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CUSIP No. 87874R100 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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CUSIP No. 87874R100 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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CUSIP No. 87874R100 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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8
CUSIP No. 87874R100 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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9
CUSIP No. 87874R100 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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10
CUSIP No. 87874R100 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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11
CUSIP No. 87874R100
Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices Needham, MA 02494, United States |
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Item 2. |
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(a) |
Name
of Person Filing Flint, McGuire and Spoon, are the sole managing members of (i) PVM III (the sole general partner of PVP III, PVP Entrepreneurs III and PVP Founders III), and (ii) PVM IV (the sole general partner of PVP IV and PVP Founders IV). To the extent feasible, PVP Entrepreneurs III and PVP Founders III invest alongside PVP III and PVP Entrepreneurs IV invests alongside PVP IV. |
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(b) |
Address
of Principal Business Office or, if none, Residence
c/o Polaris Venture Partners 1000 Winter Street Waltham, MA 02451 |
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(c) |
Citizenship |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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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: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Not Applicable |
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CUSIP No. 87874R100
Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 41,193,571shares of Common Stock outstanding as of February 29, 2008, as reported on TechTarget, Inc.s Form 10-K for the year ended December 31, 2007. |
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The following information with respect to the ownership of the ordinary shares of the issuer by the Reporting Persons filing this Statement is provided as of December 31, 2007: |
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(a) |
Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
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(b) |
Percent of class: See Row 11 of cover page for each Reporting Person. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote See Row 5 of cover page for each Reporting Person. |
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(ii) |
Shared power to vote or to direct the vote See Row 6 of cover page for each Reporting Person. |
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(iii) |
Sole power to dispose or to direct the disposition of See Row 7 of cover page for each Reporting Person. |
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(iv) |
Shared power to dispose or to direct the disposition of See Row 8 of cover page for each Reporting Person. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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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 o. |
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Not Applicable |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Under certain circumstances set forth in the limited partnership agreements of PVP III, PVP Entrepreneurs III, PVP Founders III, PVP IV, and PVP Entrepreneurs IV, and the limited liability company agreements of PVM III and PVM IV, the general and limited partners or members of each such entity, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
13
CUSIP No. 87874R100
Item 10. |
Certification |
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Not applicable. |
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.
Date: June 11, 2008 |
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POLARIS VENTURE PARTNERS III, L.P. |
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By: |
Polaris Venture Management Co. III, L.L.C. |
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By: |
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Managing Member |
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POLARIS VENTURE
PARTNERS ENTREPRENEURS |
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By: |
Polaris Venture Management Co. III, L.L.C. |
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By: |
* |
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Managing Member |
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POLARIS VENTURE
PARTNERS FOUNDERS FUND |
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By: |
Polaris Venture Management Co. III, L.L.C. |
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By: |
* |
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Managing Member |
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POLARIS VENTURE MANAGEMENT CO. III, L.L.C. |
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By: |
* |
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Managing Member |
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POLARIS VENTURE PARTNERS IV, L.P. |
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By: |
Polaris Venture Management Co. IV, L.L.C. |
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By: |
* |
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Managing Member |
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POLARIS VENTURE
PARTNERS ENTREPRENEURS |
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By: |
Polaris Venture Management Co. IV, L.L.C. |
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By: |
* |
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Managing Member |
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14
CUSIP No. 87874R100
This Schedule 13G was executed, in part, pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.
15
CUSIP No. 87874R100
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of shares of Common Stock of TechTarget, Inc..
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
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Date: June 11, 2008 |
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POLARIS VENTURE PARTNERS III, L.P. |
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By: |
Polaris Venture Management Co. III, L.L.C. |
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By: |
* |
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Managing Member |
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POLARIS VENTURE
PARTNERS ENTREPRENEURS |
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By: |
Polaris Venture Management Co. III, L.L.C. |
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By: |
* |
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Managing Member |
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POLARIS VENTURE
PARTNERS FOUNDERS FUND |
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By: |
Polaris Venture Management Co. III, L.L.C. |
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By: |
* |
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Managing Member |
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POLARIS VENTURE MANAGEMENT CO. III, L.L.C. |
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By: |
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Managing Member |
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POLARIS VENTURE PARTNERS IV, L.P. |
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By: |
Polaris Venture Management Co. IV, L.L.C. |
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By: |
* |
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Managing Member |
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16
CUSIP No. 87874R100
This Schedule 13G was executed, in part, pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.
17