Edgar Filing: ExactTarget, Inc.

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Greenspring General Partner V, L.P.

2. Issuer Name and Ticker or Trading Symbol
ExactTarget, Inc. [ET]

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)

100 PAINTERS MILL ROAD, SUITE 700,

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2013

(Street)

OWINGS MILLS, MD 21117

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2013		S		22,817 ⁽²⁾	D	$ 23.2014 ⁽¹⁾	9,521,752 ⁽²⁾	I	See footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock	03/12/2013		S		358,844 ⁽²⁾	D	$ 22.9929 ⁽⁷⁾	9,162,908 ⁽²⁾	I	See footnotes ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Greenspring General Partner V, L.P. 100 PAINTERS MILL ROAD, SUITE 700 OWINGS MILLS, MD 21117		X
Greenspring Global Partners IV-B, L.P. 100 PAINTERS MILL ROAD, SUITE 700 OWINGS MILLS, MD 21117		X
Greenspring Global Partners IV-C, L.P. 100 PAINTERS MILL ROAD, SUITE 700 OWINGS MILLS, MD 21117		X
Greenspring Global Partners V-A, L.P. 100 PAINTERS MILL ROAD, SUITE 700 OWINGS MILLS, MD 21117		X
Greenspring Global Partners V-C, L.P. 100 PAINTERS MILL ROAD, SUITE 700 OWINGS MILLS, MD 21117		X
Greenspring GP III, LLC 100 PAINTERS MILL ROAD, SUITE 700 OWINGS MILLS, MD 21117		X
Greenspring GP IV, LLC 100 PAINTERS MILL ROAD, SUITE 700 OWINGS MILLS, MD 21117		X
Greenspring Growth Equity II, L.P. 100 PAINTERS MILL ROAD, SUITE 700 OWINGS MILLS, MD 21117		X
Greenspring Opportunities General Partner II, L.P. 100 PAINTERS MILL ROAD, SUITE 700 OWINGS MILLS, MD 21117		X
Greenspring Opportunities General Partner II-A, L.P. 100 PAINTERS MILL ROAD SUITE 700 OWINGS MILLS, MD 21117		X

Signatures

/s/ Eric Thompson, Chief Financial Officer		03/13/2013
^**Signature of Reporting Person		Date
/s/ Eric Thompson, Chief Financial Officer		03/13/2013
^**Signature of Reporting Person		Date
/s/ Eric Thompson, Chief Financial Officer		03/13/2013
^**Signature of Reporting Person		Date
/s/ Eric Thompson, Chief Financial Officer		03/13/2013
^**Signature of Reporting Person		Date
/s/ Eric Thompson, Chief Financial Officer		03/13/2013
^**Signature of Reporting Person		Date
/s/ Eric Thompson, Chief Financial Officer		03/13/2013
^**Signature of Reporting Person		Date
/s/ Eric Thompson, Chief Financial Officer		03/13/2013
^**Signature of Reporting Person		Date
/s/ Eric Thompson, Chief Financial Officer		03/13/2013
^**Signature of Reporting Person		Date
/s/ Eric Thompson, Chief Financial Officer		03/13/2013
^**Signature of Reporting Person		Date
/s/ Eric Thompson, Chief Financial Officer		03/13/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.15 to $23.33, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, of the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.
(2)	The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(3)	The shares reported in column 5 include 1,062,063 owned of record by Greenspring Crossover Ventures I, L.P., 168,224 by Greenspring Global Partners I, L.P., 1,612,080 by Greenspring Global Partners II, L.P., 39,696 by Greenspring Global Partners II-A, L.P., 383,739 by Greenspring Global Partners II-B, L.P., 1,039,203 by Greenspring Global Partners III, L.P., 476,627 by Greenspring Global Partners III-A, L.P., 1,503,500 by Greenspring Global Partners III-B, L.P., 201,017 by Greenspring Global Partners IV-A, L.P., 1,689,089 by Greenspring Global Partners IV-B, L.P., 598,316 by Greenspring Global Partners IV-C, L.P., 402,004 by Greenspring Global Partners V-A, L.P., 65,620 by Greenspring Global Partners V-C, L.P., 233,812 by Greenspring Growth Equity II, L.P., 45,325 by Greenspring Opportunities II, L.P., and 1,437 by Greenspring Opportunities II-A, L.P.
(4)	Greenspring Associates, Inc. is the general partner of Greenspring Global Partners I, L.P. and Greenspring General Partner II, L.P. Greenspring General Partner II, L.P. is the general partner of Greenspring Global Partners II, L.P., Greenspring Global Partners II-A, L.P., and Greenspring Global Partners II-B, L.P. Greenspring GP III, LLC is the general partner of Greenspring General Partner III, L.P. and Greenspring General Partner III, L.P. is the general partner of Greenspring Global Partners III, L.P., Greenspring Global Partners III-A, L.P., and Greenspring Global Partners III-B, L.P. Greenspring GP IV, LLC is the general partner of Greenspring General Partner IV, L.P. and Greenspring General Partner IV, L.P. is the general partner of Greenspring Global Partners IV-A, L.P., Greenspring Global Partners IV-B, L.P., and Greenspring Global Partners IV-C, L.P.
(5)	Greenspring GP V, LLC is the general partner of Greenspring General Partner V, L.P. and Greenspring General Partner V, L.P. is the general partner of Greenspring Global Partners V-A, L.P. and Greenspring Global Partners V-C, L.P. Greenspring FF-GP II, LLC is the general partner of Greenspring FF-GP II, L.P. and Greenspring FF-GP II, L.P. is the general partner of Greenspring Growth Equity II, L.P. Greenspring Crossover I GP, LLC is the general partner of Greenspring Crossover I GP, L.P. and Greenspring Crossover I GP, L.P. is the general partner of Greenspring Crossover Ventures I, L.P. Greenspring Opportunities GP II, LLC is the general partner of Greenspring Opportunities General Partner II, L.P. and Greenspring Opportunities General Partner II-A, L.P. and Greenspring Opportunities General Partner II, L.P. is the general partner of Greenspring Opportunities II, L.P. and Greenspring Opportunities General Partner II-A, L.P. is the general partner of Greenspring Opportunities II-A, L.P.
(6)	James Lim and Charles Ashton Newhall are the managing members of Greenspring GP III, LLC, Greenspring GP IV, LLC, Greenspring GP V, LLC, Greenspring FF-GP II, LLC, Greenspring Crossover I GP, LLC, Greenspring Opportunities GP II, LLC and Greenspring Associates, Inc. As managing members, James Lim and Charles Ashton Newhall may be deemed to have shared voting and dispositive power over the shares of Greenspring GP III, LLC, Greenspring GP IV, LLC, Greenspring GP V, LLC, Greenspring FF-GP II, LLC, Greenspring Crossover I GP, LLC, Greenspring Opportunities GP II, LLC and Greenspring Associates, Inc. Greenspring GP III, LLC, Greenspring GP IV, LLC, Greenspring GP V, LLC, Greenspring FF-GP II, LLC, Greenspring Crossover I GP, LLC, Greenspring Associates, Inc. and Greenspring Opportunities GP II, LLC have the sole voting and dispositive power over the shares owned by each Greenspring Associates affiliate noted above.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.93 to $23.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, of the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (7) to this Form 4.
(8)	The shares reported in column 5 include 1,022,038 owned of record by Greenspring Crossover Ventures I, L.P., 161,884 by Greenspring Global Partners I, L.P., 1,551,326 by Greenspring Global Partners II, L.P., 38,200 by Greenspring Global Partners II-A, L.P., 369,278 by Greenspring Global Partners II-B, L.P., 1,000,038 by Greenspring Global Partners III, L.P., 458,664 by Greenspring Global Partners III-A, L.P., 1,446,838 by Greenspring Global Partners III-B, L.P., 193,442 by Greenspring Global Partners IV-A, L.P., 1,625,432 by Greenspring Global Partners IV-B, L.P., 575,768 by Greenspring Global Partners IV-C, L.P., 386,853 by Greenspring Global Partners V-A, L.P., 63,147 by Greenspring Global Partners V-C, L.P., 225,000 by Greenspring Growth Equity II, L.P., 43,617 by Greenspring Opportunities II, L.P., and 1,383 by Greenspring Opportunities II-A, L.P.
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, the Reporting Persons are filing separate forms simultaneously, which relate to the same securities of the Issuer held by such Reporting Persons.

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