- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 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 ^*

BVP VII E LTD.

2. Date of Event Requiring Statement (MM/DD/YYYY) 12/21/2012

3. Issuer Name and Ticker or Trading Symbol

Eloqua, Inc. [ELOQ]

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104

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

__ X __ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

LARCHMONT, NY 10538

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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	5163934 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
( 1)	On December 21, 2012, Bessemer Venture Partners VII L.P. ("BVP VII") transferred 4,440,984 shares of Common Stock of the Issuer to BVP VII E Ltd., a wholly-owned subsidiary of BVP VII ("BVP VII E"), and Bessemer Venture Partners VII Institutional L.P. ( "BVP Institutional VII" and, together with BVP VII, the "Funds") transferred 722,950 shares of Common Stock of the Issuer to BVP VII E Institutional Ltd., a wholly-owned subsidiary of BVP Institutional VII ("BVP VII E Institutional" and, together with BVP VII E, the "Subsidiaries"). These transfers are collectively referred to herein as the "Transfers."
( 2)	In connection with the Issuer's public offering pursuant to the registration statement on Form S-1 (No. 333- 333-184711) (the "Offering"), the Funds entered into a lock-up agreement (the "Lock-Up Agreement") with J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. (collectively, the "Underwriters") restricting their ability to sell or otherwise dispose of their shares of Common Stock for a period ending 90 days after the date of the final prospectus for the Offering, as described in further detail in such prospectus. In connection with the Transfers, each of the Subsidiaries entered into a lock-up agreement with the Underwriters that is substantially identical to the Lock-Up Agreement.
( 3)	Deer VII & Co. L.P. ("Deer VII") is the general partner of each of the Funds. Deer VII & Co. Ltd ("Deer Ltd.") is the general partner of Deer VII. Deer Management Co. LLC ("Management") is the management company affiliate of the Funds. The Funds, together with Deer VII , Deer Ltd., Management and the Subsidiaries, are the "Bessemer Entities." Byron Deeter, a director of Deer Ltd., serves as the representative of the Bessemer Entities on the issuer's board of directors.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BVP VII E LTD. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538	X	X
BVP VII E INSTITUTIONAL LTD. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538	X	X

Signatures
BVP VII E Ltd., By: Deer VII & Co. Ltd., its sole director, By: /s/ J. Edmund Colloton, Name: J. Edmund Colloton, Title: Director		12/21/2012
^** Signature of Reporting Person		Date
BVP VII E Institutional Ltd., By: Deer VII & Co. Ltd., its sole director, By: /s/ J. Edmund Colloton, Name: J. Edmund Colloton, Title: Director		12/21/2012
^** 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).
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.