SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Bessemer Venture Partners VII L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2012	3. Issuer Name and Ticker or Trading Symbol Eloqua, Inc. [ ELOQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Common Stock	5,163,934	(1)	I	See notes(2)(3)(4)(5)

1. Name and Address of Reporting Person* Bessemer Venture Partners VII L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bessemer Venture Partners VII Institutional L.P. (Last) (First) (Middle) 1865 PALMER AVENUE SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Deer Management Co. LLC (Last) (First) (Middle) 1865 PALMER AVENUE SUITE 104 (Street) LARCHMONT NY 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Deer VII & Co. L.P. (Last) (First) (Middle) 1865 PALMER AVENUE SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Deer VII & Co. Ltd. (Last) (First) (Middle) 1865 PALMER AVENUE SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series C Preferred Stock is convertible, at any time, at the holder's election, into Common Stock on a 2.5 for 1 basis. In addition, effective upon the closing of the issuer's initial public offering of its Common Stock, the shares of Series C Preferred Stock automatically convert into Common Stock on a 2.5 for 1 basis. The Series C Preferred Stock has no expiration date.

2. As of the date of this filing, Bessemer Venture Partners VII L.P. ("BVP VII") owns 11,102,461 shares of Series C Preferred Stock and Bessemer Venture Partners VII Institutional L.P. ("BVP Institutional" and together with BVP VII, the "Funds") owns 1,807,377 shares of Series C Preferred Stock.

3. Deer VII & Co. L.P. ("Deer VII") is the general partner of each of the Funds. Deer VII & Co. Ltd ("Deer Ltd.") is the general partner of Deer VII. Deer Management Co. LLC ("Management") is the management company affiliate of the Funds. The Funds, together with Deer VII , Deer Ltd. and Management, are the "Bessemer Entities." Deer VII disclaims beneficial ownership of the shares held by the Funds (the "Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interests in the Funds.

4. Deer Ltd. disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in Deer VII. Deer Management disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares.

5. Byron Deeter, a director of Deer Ltd., serves as the representative of the Bessemer Entities on the issuer's board of directors.

Remarks:

	/s/ J. Edmund Colloton, Director, Deer VII & Co. Ltd., the General Partner for Deer VII & Co. L.P., the General Partner for Bessemer Venture Partners VII L.P.	08/01/2012
	J. Edmund Colloton, Director, Deer VII & Co. Ltd., the General Partner for Deer VII & Co. L.P., the General Partner for Bessemer Venture Partners VII Institutional L.P.	08/01/2012
	J. Edmund Colloton, Managing Member for Deer Management Co. LLC	08/01/2012
	J. Edmund Colloton, Director, Deer VII & Co. Ltd., the General Partner for Deer VII & Co. L.P.	08/01/2012
	J. Edmund Colloton, Director, Deer VII & Co. Ltd.	08/01/2012
	** Signature of Reporting Person	Date
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