Edgar Filing: FRISBIE RICHARD D

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Battery Ventures VIII lp

2. Issuer Name and Ticker or Trading Symbol
Bazaarvoice Inc [BV]

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)

C/O BATTERY VENTURES, 930 WINTER STREET, SUITE 2500

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2012

(Street)

WALTHAM, MA 02451

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	02/29/2012		C		50,000	A	⁽¹⁾	4,585,885	I ⁽²⁾	By Battery Ventures VIII, L.P. ⁽²⁾
Common Stock	02/29/2012		C		3,309,306	A	⁽³⁾	7,895,191	I ⁽²⁾	By Battery Ventures VIII, L.P. ⁽²⁾
Common Stock	02/29/2012		C		884,615	A	⁽⁴⁾	8,779,806	I ⁽²⁾	By Battery Ventures VIII, L.P. ⁽²⁾
Common Stock	02/29/2012		S		877,981	D	$ 12	7,901,825	I ⁽²⁾	By Battery Ventures VIII, L.P. ⁽²⁾

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

Series A Preferred Stock

⁽¹⁾

02/29/2012

50,000

⁽¹⁾

Common Stock

50,000

⁽¹⁾

I ⁽²⁾

By Battery Ventures VIII, L.P. ⁽²⁾

Series C Preferred Stock

⁽³⁾

02/29/2012

3,309,306

⁽³⁾

Common Stock

3,309,306

⁽³⁾

I ⁽²⁾

By Battery Ventures VIII, L.P. ⁽²⁾

Series D Preferred Stock

⁽⁴⁾

02/29/2012

884,615

⁽⁴⁾

Common Stock

884,615

⁽⁴⁾

I ⁽²⁾

By Battery Ventures VIII, L.P. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Battery Ventures VIII lp C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451		X
Battery Partners VIII, LLC C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451		X
BROWN MICHAEL MAURICE C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451		X
CROTTY THOMAS J C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451		X
DHALIWAL SUNIL C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451		X
FRISBIE RICHARD D C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451		X
LAWLER KENNETH P C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451		X
Lee Roger H C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451		X
TABORS R DAVID C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451		X
TOBIN SCOTT R C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451		X

Signatures

/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Ventures VIII, L.P.)		02/29/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Partners VIII, LLC)		02/29/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Michael Brown)		02/29/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Thomas J. Crotty)		02/29/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Sunil Dhaliwal)		02/29/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Richard D. Frisbie)		02/29/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Kenneth P. Lawler)		02/29/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Roger H. Lee)		02/29/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for R. David Tabors)		02/29/2012
^**Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Scott R. Tobin)		02/29/2012
^**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 Series A Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering.
(2)	The reported securities are owned directly by Battery Ventures VIII, L.P. The sole general partner of Battery Ventures VIII, L.P. is Battery Partners VIII, LLC. Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and have voting and investment power over the shares held by Battery Ventures VIII, L.P. Each of Messrs. Agrawal, Brown, Crotty, Dhaliwal, Frisbie, Lawler, Lee, Tabors and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(3)	The Series C Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering.
(4)	The Series D Preferred Stock, which was convertible into shares of Common Stock on a one-for-one basis at any time and had no expiration date, converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering.
Remarks: The reporting persons are part of a 13(d) group with beneficial ownership of more than 10% of a class of the Issuer's equity securities registered under Section 12 of the Exchange Act. Due to the limited number of joint filers that can be included on one form, Battery Ventures VIII, L.P., Battery Partners VIII, LLC, Neeraj Agrawal, Michael Brown, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin have filed two separate forms simultaneously, both of which relate to the same transactions involving the securities of the Issuer beneficially owned by such reporting persons.

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