Discovery Group Unwinds Techtarget Inc (TTGT) Investment

Page 6 of 9 – SEC Filing

Item 1.	Security and Issuer
	This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of TechTarget, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 275 Grove Street, Newton, Massachusetts 02466.  This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on May 12, 2016 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 1.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
	As of June 10, 2016, the Reporting Persons no longer beneficially own any shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
	Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
	The information concerning percentages of ownership set forth below is based on 32,295,027 shares of Common Stock outstanding as of May 13, 2016 in the Company’s Amendment No. 1 to Schedule TO as filed with the Securities and Exchange Commission on May 23, 2016.
	Discovery Equity Partners beneficially owns 0 shares of Common Stock as of June 10, 2016, which represents 0.0% of the outstanding Common Stock.
	Discovery Group beneficially owns 0 shares of Common Stock as of June 10, 2016, which represents 0.0% of the outstanding Common Stock.
	Mr. Donoghue beneficially owns 0 shares of Common Stock as of June 10, 2016, which represents 0.0% of the outstanding Common Stock.
	Mr. Murphy beneficially owns 0 shares of Common Stock as of June 10, 2016, which represents 0.0% of the outstanding Common Stock.
	Discovery Group is the sole general partner of Discovery Equity Partners.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners.
	The transactions in Common Stock effected by the Reporting Persons since those reported in the Schedule 13D filed by the Reporting Persons on May 12, 2016 are set out in Exhibit 1 hereto.
	The Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on June 10, 2016.
	No person other than Discovery Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

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