Edgar Filing: CRESCENDO IV LP

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 ^*

Crescendo Ventures IV, LLC

2. Issuer Name and Ticker or Trading Symbol
ENVIVIO INC [ENVI]

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 CRESCENDO VENTURES, 600 HANSEN WAY

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2012

(Street)

PALO ALTO, CA 94304

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	04/30/2012		C		102,855	A	⁽¹⁾	452,653	I	By Crescendo Holdings IV, LLC ⁽²⁾
Common Stock	04/30/2012		C		11,914	A	⁽¹⁾	110,324	I	By Crescendo IV AG & Co. Beteiligungs KG ⁽³⁾
Common Stock	04/30/2012		C		118,011	A	⁽¹⁾	194,255	I	By Crescendo IV Coinvestment Fund, LLC ⁽⁴⁾
Common Stock	04/30/2012		C		4,043	A	⁽¹⁾	10,616	I	By Crescendo IV Entrepreneur Fund A, L.P. ⁽⁵⁾
Common Stock	04/30/2012		C		9,885	A	⁽¹⁾	26,153	I	By Crescendo IV Entrepreneur Fund, L.P. ⁽⁶⁾
Common Stock	04/30/2012		C		652,086	A	⁽¹⁾	2,634,846	I	By Crescendo IV, L.P. ⁽⁷⁾
Common Stock	04/30/2012		S		15,049	D	$ 8.37	437,604	I	By Crescendo Holdings IV, LLC ⁽²⁾
Common Stock	04/30/2012		S		3,668	D	$ 8.37	106,656	I	By Crescendo IV AG & Co. Beteiligungs KG ⁽³⁾
Common Stock	04/30/2012		S		6,453	D	$ 8.37	187,802	I	By Crescendo IV Coinvestment Fund, LLC ⁽⁴⁾
Common Stock	04/30/2012		S		353	D	$ 8.37	10,263	I	By Crescendo IV Entrepreneur Fund A, L.P. ⁽⁵⁾
Common Stock	04/30/2012		S		869	D	$ 8.37	25,284	I	By Crescendo IV Entrepreneur Fund, L.P. ⁽⁶⁾
Common Stock	04/30/2012		S		87,635	D	$ 8.37	2,547,211	I	By Crescendo IV, L.P. ⁽⁷⁾

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 G2 Preferred Stock

⁽¹⁾

04/30/2012

21,810

⁽¹⁾

Common Stock

21,810

$ 0

By Crescendo Holdings IV, LLC ⁽²⁾

Series G2 Preferred Stock

⁽¹⁾

04/30/2012

4,217

⁽¹⁾

Common Stock

4,217

$ 0

By Crescendo IV AG & Co. Beteiligungs KG ⁽³⁾

Series G2 Preferred Stock

⁽¹⁾

04/30/2012

40,879

⁽¹⁾

Common Stock

40,879

$ 0

By Crescendo IV Coinvestment Fund, LLC ⁽⁴⁾

Series G2 Preferred Stock

⁽¹⁾

04/30/2012

1,431

⁽¹⁾

Common Stock

1,431

$ 0

By Crescendo IV Entrepreneur Fund A, L.P. ⁽⁵⁾

Series G2 Preferred Stock

⁽¹⁾

04/30/2012

3,499

⁽¹⁾

Common Stock

3,499

$ 0

By Crescendo IV Entrepreneur Fund, L.P. ⁽⁶⁾

Series G2 Preferred Stock

⁽¹⁾

04/30/2012

231,701

⁽¹⁾

Common Stock

231,701

$ 0

By Crescendo IV, L.P. ⁽⁷⁾

Series H2 Preferred Stock

⁽¹⁾

04/30/2012

81,045

⁽¹⁾

Common Stock

81,045

$ 0

By Crescendo Holdings IV, LLC ⁽²⁾

Series H2 Preferred Stock

⁽¹⁾

04/30/2012

7,697

⁽¹⁾

Common Stock

7,697

$ 0

By Crescendo IV AG & Co. Beteiligungs KG ⁽³⁾

Series H2 Preferred Stock

⁽¹⁾

04/30/2012

77,132

⁽¹⁾

Common Stock

77,132

$ 0

By Crescendo IV Coinvestment Fund, LLC ⁽⁴⁾

Series H2 Preferred Stock

⁽¹⁾

04/30/2012

2,612

⁽¹⁾

Common Stock

2,612

$ 0

By Crescendo IV Entrepreneur Fund A, L.P. ⁽⁵⁾

Series H2 Preferred Stock

⁽¹⁾

04/30/2012

6,386

⁽¹⁾

Common Stock

6,386

$ 0

By Crescendo IV Entrepreneur Fund, L.P. ⁽⁶⁾

Series H2 Preferred Stock

⁽¹⁾

04/30/2012

420,385

⁽¹⁾

Common Stock

420,385

$ 0

By Crescendo IV, L.P. ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Crescendo Ventures IV, LLC C/O CRESCENDO VENTURES 600 HANSEN WAY PALO ALTO, CA 94304		X
Crescendo German Investments IV, LLC C/O CRESCENDO VENTURES 600 HANSEN WAY PALO ALTO, CA 94304		X
Crescendo IV Coinvestment Fund, LLC C/O CRESCENDO VENTURES 600 HANSEN WAY PALO ALTO, CA 94304		X
Crescendo IV AG & Co. Beteiligungs KG C/O CRESCENDO VENTURES 600 HANSEN WAY PALO ALTO, CA 94304		X
CRESCENDO IV LP C/O CRESCENDO VENTURES 600 HANSEN WAY PALO ALTO, CA 94304		X
Crescendo Holdings IV, LLC C/O CRESCENDO VENTURES 600 HANSEN WAY PALO ALTO, CA 94304		X
CRESCENDO IV ENTREPRENEURS FUND A LP C/O CRESCENDO VENTURES 600 HANSEN WAY PALO ALTO, CA 94304		X
Crescendo IV Entrepreneurs Fund, LP C/O CRESCENDO VENTURES 600 HANSEN WAY PALO ALTO, CA 94304		X

Signatures

/s/ R. David Spreng, Managing Member		04/30/2012
^**Signature of Reporting Person		Date
/s/ R. David Spreng, Managing Member		04/30/2012
^**Signature of Reporting Person		Date
/s/ R. David Spreng, Managing Member		04/30/2012
^**Signature of Reporting Person		Date
/s/ R. David Spreng, Managing Member of Crescendo German Investments IV, LLC, its General Partner		04/30/2012
^**Signature of Reporting Person		Date
/s/ R. David Spreng, Managing Member of Crescendo Ventures IV, LLC, its General Partner		04/30/2012
^**Signature of Reporting Person		Date
/s/ R. David Spreng, Managing Member of Crescendo Ventures IV, LLC, its Manager		04/30/2012
^**Signature of Reporting Person		Date
/s/ R. David Spreng, Managing Member of Crescendo Ventures IV, LLC, its General Partner		04/30/2012
^**Signature of Reporting Person		Date
/s/ R. David Spreng, Managing Member of Crescendo Ventures IV, LLC, its General Partner		04/30/2012
^**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 G2 and H2 Preferred Stock automatically converted into shares of common stock upon the closing of the Issuer's initial public offering, on a one-for-one basis and had no expiration date.
(2)	Consists of shares owned by Crescendo Holdings. Crescendo Ventures, as the Manager of Crescendo Holdings, may be deemed to beneficially own the shares owned by Crescendo Holdings. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo Holdings except to the extent of his or its pecuniary interest therein.
(3)	Consists of shares owned by Crescendo KG. Crescendo GI, as the Managing Partner of Crescendo KG, may be deemed to beneficially own the shares owned by Crescendo KG. Mr Spreng and Crescendo GI disclaim beneficial ownership of the shares owned by Crescendo KG except to the extent of his or its pecuniary interest therein.
(4)	Consists of shares owned by Crescendo Coinvestment. Mr Spreng as the Managing Member of Crescendo Coinvestment, may be deemed to beneficially own the shares owned by Crescendo Coinvestment. Mr Spreng disclaims beneficial ownership of the shares owned by Crescendo Coinvestment except to the extent of his or its pecuniary interest therein.
(5)	Consists of shares owned by Crescendo EFA. Crescendo Ventures, as the General Partner of Crescendo EFA, may be deemed to beneficially own the shares owned by Crescendo EFA. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo EFA except to the extent of his or its pecuniary interest therein.
(6)	Consists of shares owned by Crescendo EF. Crescendo Ventures, as the General Partner of Crescendo EF, may be deemed to beneficially own the shares owned by Crescendo EF. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo EF except to the extent of his or its pecuniary interest therein.
(7)	Consists of shares owned by Crescendo IV. Crescendo Ventures, as the General Partner of Crescendo IV, may be deemed to beneficially own the shares owned by Crescendo IV. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo IV except to the extent of his or its pecuniary interest therein.

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