UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TECHTARGET, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
87874R308
(CUSIP Number)
Rupert Hopley
Brian Vasandani
Informa PLC
5 Howick Place
London, SW1P 1WG
UK
+44 (20) 8052-0400
Copy to:
John A. Healy
Benjamin K. Sibbett
Jonathan D. Bobinger
Clifford Chance US LLP
Two Manhattan West
375 9th Avenue
New York, New York 10001
(212) 878-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 2, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 87874R308 | Page 2 of 28 Pages | |||
| (1) |
NAMES OF REPORTING PERSONS Informa PLC | |||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||
| (3) | SEC USE ONLY
| |||
| (4) |
SOURCE OF FUNDS WC, OO | |||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |||
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) |
SOLE VOTING POWER 0 | ||
| (8) |
SHARED VOTING POWER 41,651,366 | |||
| (9) |
SOLE DISPOSITIVE POWER 0 | |||
| (10) |
SHARED DISPOSITIVE POWER 41,651,366 | |||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,651,366 | |||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |||
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.29%* | |||
| (14) |
TYPE OF REPORTING PERSON CO | |||
1
| CUSIP No. 87874R308 | Page 3 of 28 Pages | |||
| (1) |
NAMES OF REPORTING PERSONS Informa Jersey Limited | |||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||
| (3) | SEC USE ONLY
| |||
| (4) |
SOURCE OF FUNDS WC, OO | |||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |||
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) |
SOLE VOTING POWER 0 | ||
| (8) |
SHARED VOTING POWER 41,651,366 | |||
| (9) |
SOLE DISPOSITIVE POWER 0 | |||
| (10) |
SHARED DISPOSITIVE POWER 41,651,366 | |||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,651,366 | |||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |||
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.29%* | |||
| (14) |
TYPE OF REPORTING PERSON CO | |||
2
| CUSIP No. 87874R308 | Page 4 of 28 Pages | |||
| (1) |
NAMES OF REPORTING PERSONS Informa Group Holdings Limited | |||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||
| (3) | SEC USE ONLY
| |||
| (4) |
SOURCE OF FUNDS WC, OO | |||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |||
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) |
SOLE VOTING POWER 0 | ||
| (8) |
SHARED VOTING POWER 41,651,366 | |||
| (9) |
SOLE DISPOSITIVE POWER 0 | |||
| (10) |
SHARED DISPOSITIVE POWER 41,651,366 | |||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,651,366 | |||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |||
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.29%* | |||
| (14) |
TYPE OF REPORTING PERSON CO | |||
3
| CUSIP No. 87874R308 | Page 5 of 28 Pages | |||
| (1) |
NAMES OF REPORTING PERSONS Informa Group Limited | |||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||
| (3) | SEC USE ONLY
| |||
| (4) |
SOURCE OF FUNDS WC, OO | |||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |||
| (6) |
CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) |
SOLE VOTING POWER 0 | ||
| (8) |
SHARED VOTING POWER 41,651,366 | |||
| (9) |
SOLE DISPOSITIVE POWER 0 | |||
| (10) |
SHARED DISPOSITIVE POWER 41,651,366 | |||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,651,366 | |||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |||
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.29%* | |||