FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Clarke Donald E 		2. Issuer Name and Ticker or Trading Symbol

Eloqua, Inc. [ ELOQ ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO and Treasurer
(Last)          (First)          (Middle)

C/O ELOQUA, INC., 1921 GALLOWS ROAD, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/8/2013
(Street)

VIENNA, VA 22182
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/8/2013     D    40278   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (right to buy)   $1.58   2/8/2013     D         285000      (2) 3/11/2018   Common Stock   285000     (3) 0   D    
Stock Option (right to buy)   $1.55   2/8/2013     D         5417      (4) 2/8/2020   Common Stock   5417     (3) 0   D    
Stock Option (right to buy)   $3.23   2/8/2013     D         10000      (5) 3/4/2021   Common Stock   10000     (3) 0   D    
Stock Option (right to buy)   $7.25   2/8/2013     D         40000      (6) 8/23/2021   Common Stock   40000     (3) 0   D    

Explanation of Responses:
( 1)  Pursuant to the Agreement and Plan of Merger between Eloqua, Inc., OC Acquisition LLC, Esperanza Acquisition Corporation, and Oracle Corporation dated December 19, 2012 (the "Merger Agreement"), each share of Eloqua, Inc. common stock was exchanged for $23.50 in cash, without interest and less any applicable withholding taxes.
( 2)  This option is fully vested.
( 3)  Pursuant to the Merger Agreement, the vested and/or exercisable portion of each Eloqua, Inc. stock option was converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon the exercise of such option and $23.50 minus the exercise price of such option. The unvested portion of each Eloqua, Inc. stock option was assumed by Oracle and automatically converted into an Oracle stock option denominated in shares of Oracle common stock.
( 4)  This option vests over approximately four years, at a rate of twenty-five percent (25%) on February 8, 2011, and in 36 equal monthly installments thereafter. 2,916 stock options under this award were vested as of the closing of the merger. 2,501 stock options under this award remain unvested.
( 5)  This option vests over a four-year period from the date of grant (March 4, 2011), in 48 equal monthly installments. 4,791 stock options under this award were vested as of the closing of the merger. 5,209 stock options under this award remain unvested.
( 6)  14,165 stock options under this award were vested as of the closing of the merger. 25,835 stock options under this award accelerated and became vested as of the closing of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Clarke Donald E
C/O ELOQUA, INC.
1921 GALLOWS ROAD, SUITE 200
VIENNA, VA 22182

CFO and Treasurer

Signatures
/s/ Stephen E. Holsten, Attorney-in-Fact 2/8/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Eloqua, Inc. (MM) (NASDAQ:ELOQ)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Eloqua, Inc. (MM) Charts.
Eloqua, Inc. (MM) (NASDAQ:ELOQ)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Eloqua, Inc. (MM) Charts.