SEC FORM 3

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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^*

Kodiak Ventures Management Company, Inc.

(Last)

(First)

(Middle)

C/O KODIAK VENTURE PARTNERS

80 WILLIAM STREET, SUITE 260

(Street)

WELLESLEY

02481

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2013

3. Issuer Name and Ticker or Trading Symbol
CHANNELADVISOR CORP [ ECOM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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)
Common Stock	0	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,184,998⁽²⁾	⁽¹⁾	I	By Funds⁽³⁾⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	658,795⁽²⁾	⁽¹⁾	I	By Funds⁽³⁾⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	566,958⁽²⁾	⁽¹⁾	I	By Funds⁽³⁾⁽⁵⁾⁽⁷⁾
Warrant to Purchase Common Stock (right to buy)	04/26/2007	04/26/2014	Common Stock	43,859⁽²⁾	$16	I	By Funds⁽³⁾⁽⁵⁾⁽⁸⁾
Warrant to Purchase Common Stock (right to buy)	08/29/2008	08/29/2015	Common Stock	15,321⁽²⁾	$10.96	I	By Funds⁽³⁾⁽⁵⁾⁽⁹⁾
Warrant to Purchase Common Stock (right to buy)	09/26/2008	09/26/2015	Common Stock	108,795⁽²⁾	$10.96	I	By Funds⁽³⁾⁽⁵⁾⁽¹⁰⁾
Warrant to Purchase Common Stock (right to buy)	11/28/2008	11/28/2015	Common Stock	30,453⁽²⁾	$10.96	I	By Funds⁽³⁾⁽⁵⁾⁽¹¹⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	05/30/2008	⁽¹²⁾	Series C Preferred Stock	169,770	$0.685	I	By Funds⁽³⁾⁽⁵⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

Kodiak Ventures Management Company, Inc.

(Last)

(First)

(Middle)

C/O KODIAK VENTURE PARTNERS

80 WILLIAM STREET, SUITE 260

(Street)

WELLESLEY

02481

(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^*

KODIAK III ENTREPRENEURS FUND L P

(Last)

(First)

(Middle)

C/O KODIAK VENTURE PARTNERS

80 WILLIAM STREET, SUITE 260

(Street)

WELLESLEY

02481

(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^*

KODIAK VENTURE PARTNERS III LP

(Last)

(First)

(Middle)

C/O KODIAK VENTURE PARTNERS

80 WILLIAM STREET, SUITE 260

(Street)

WELLESLEY

02481

(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^*

KODIAK VENTURE PARTNERS II ALP

(Last)

(First)

(Middle)

C/O KODIAK VENTURE PARTNERS

80 WILLIAM STREET, SUITE 260

(Street)

WELLESLEY

02481

(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^*

KODIAK VENTURE PARTNERS IIBLP

(Last)

(First)

(Middle)

C/O KODIAK VENTURE PARTNERS

80 WILLIAM STREET, SUITE 260

(Street)

WELLESLEY

02481

(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^*

SKI OPPORTUNITIES FUND LLC

(Last)

(First)

(Middle)

C/O KODIAK VENTURE PARTNERS

80 WILLIAM STREET, SUITE 260

(Street)

WELLESLEY

02481

(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 convertible preferred stock is convertible, at any time, at the holder's election, into the issuer's common stock on a 1-for-16 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock will automatically convert into one-sixteenth of one share of the issuer's common stock. The convertible preferred stock has no expiration date.

2. The number of underlying shares of common stock reported reflects a 1-for-16 reverse stock split of the issuer's common stock effected on May 9, 2013.

3. The general partner of Kodiak Venture Partners II-A, L.P. ("KVP IIA") and Kodiak Venture Partners II-B, L.P. ("KVP IIB") is Kodiak Ventures Management II, L.P. The general partner of Kodiak Ventures Management II, L.P. is Kodiak Ventures Management Company, Inc. ("Kodiak VMC"). The general partner of Kodiak Venture Partners III, L.P. ("KVP III") and Kodiak III Entrepreneurs Fund, L.P. ("KVP III EF") is Kodiak Ventures Management III, L.P. The general partner of Kodiak Ventures Management III, L.P. is Kodiak Ventures Management Company (GP), LLC and the managing member of Kodiak Ventures Management Company (GP), LLC is Kodiak VMC. The manager of SKI Opportunities Fund, LLC ("SKI") is SKI Opportunities Fund (GP), LLC and the manager of SKI Opportunities Fund (GP), LLC is Kodiak Ventures Management Company, LLC. KVP IIA, KVP IIB, KVP III, KVP III EF and SKI are collectively referred to as the "Funds."

4. KVP IIA owns 1,399,035 shares. KVP IIB owns 307,214 shares. SKI owns 168,750 shares. KVP III owns 302,518 shares. KVP III EF owns 7,481 shares

5. Kodiak VMC disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed an admission that Kodiak VMC is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. Louis Volpe, the Treasurer of Kodiak VMC, serves on the issuer's board of directors.

6. KVP IIA owns 463,471 shares. KVP IIB owns 101,773 shares. SKI owns 55,903 shares. KVP III owns 36,740 shares. KVP III EF owns 908 shares.

7. KVP IIA owns 240,219 shares. KVP IIB owns 52,749 shares. SKI owns 200,597 shares. KVP III owns 71,622 shares. KVP III EF owns 1,771 shares.

8. KVP IIA owns warrants to purchase 30,547 shares. KVP IIB owns warrants to purchase 6,707 shares. KVP III owns warrants to purchase 6,446 shares. KIII EF owns warrants to purchase 159 shares.

9. KVP III owns warrants to purchase 14,952 shares. KIII EF owns warrants to purchase 369 shares.

10. KVP IIA owns warrants to purchase 36,838 shares. KVP IIB owns warrants to purchase 8,089 shares. SKI owns warrants to purchase 63,868 shares.

11. KVP IIA owns warrants to purchase 21,889 shares. KVP IIB owns warrants to purchase 4,806 shares. KVP III owns warrants to purchase 3,668 shares. KVP III EF owns warrants to purchase 90 shares.

12. This warrant expires upon an initial public offering of the issuer's securities.

13. KVP IIA owns warrants to purchase 122,020 shares. KVP IIB owns warrants to purchase 26,794 shares. KVP III owns warrants to purchase 20,451 shares. KVP III EF owns warrants to purchase 505 shares.

Remarks:

	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc.	05/22/2013
	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., managing member of Kodiak Ventures Management Company (GP), LLC, general partner of Kodiak Ventures Management III, L.P., general partner of Kodiak III Entrepreneurs Fund, L.P.	05/22/2013
	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., managing member of Kodiak Ventures Management Company (GP), LLC, general partner of Kodiak Ventures Management III, L.P., general partner of Kodiak Venture Partners III, L.P.	05/22/2013
	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the general partner of Kodiak Ventures Management II, L.P., the general partner of Kodiak Venture Partners II-A, L.P.	05/22/2013
	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the general partner of Kodiak Ventures Management II, L.P., the general partner of Kodiak Venture Partners II-B, L.P.	05/22/2013
	/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the managing member of Kodiak Ventures Management Company, LLC, the manager of SKI Opportunities Fund (GP), LLC, the manager of SKI Opportunities Fund, LLC	05/22/2013
	** 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 5 (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).
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