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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(Print or Type Responses)
1. Name and Address of Reporting Person *
New Enterprise Associates 12, Limited Partnership
   2. Issuer Name and Ticker or Trading Symbol
CHANNELADVISOR CORP [ECOM] 		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)
1954 GREENSPRING DRIVE, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
01/27/2014
(Street)

TIMONIUM, MD 21093		 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)
Code V Amount (A) or (D) Price
Common Stock 01/27/2014   X   749,721 (1) A $ 16 2,411,078 D (2)  
Common Stock 01/27/2014   D   260,280 (3) D $ 16 2,150,798 D (2)  
Common Stock 01/27/2014   X   160,672 (4) A $ 10.96 2,311,470 D (2)  
Common Stock 01/27/2014   D   38,210 (5) D $ 10.96 2,273,260 D (2)  
Common Stock 01/27/2014   X   56,983 (6) A $ 10.96 2,330,243 D (2)  
Common Stock 01/27/2014   D   13,551 (7) D $ 10.96 2,316,692 D (2)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (right to buy) $ 16 01/27/2014   X     749,721 04/26/2007 04/26/2014 Common Stock 749,721 $ 0 0 D (2)  
Common Stock Warrant (right to buy) $ 10.96 01/27/2014   X     160,672 08/29/2008 08/29/2015 Common Stock 160,672 $ 0 0 D (2)  
Common Stock Warrant (right to buy) $ 10.96 01/27/2014   X     56,983 11/28/2008 11/28/2015 Common Stock 56,983 $ 0 0 D (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
New Enterprise Associates 12, Limited Partnership
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093		     X    
NEA Partners 12, Limited Partnership
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093		     X    
NEA 12 GP, LLC
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093		     X    
BARRIS PETER J
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093		     X    
BASKETT FOREST
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093		     X    
BARRETT M JAMES
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093		     X    
SANDELL SCOTT D
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093		     X    
KOLLURI KRISHNA KITTU
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093		     X    
DRANT RYAN D
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093		     X    

Signatures

 /s/ Sasha Keough, attorney-in-fact   01/28/2014
**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) Represents shares underlying warrants. New Enterprise Associates 12, Limited Partnership ("NEA 12") exercised warrants for 749,721 shares. Shares received by NEA 12 are net of shares withheld, as described in note 3, due to the net exercise of warrants.
(2) The securities are directly held by NEA 12 and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the issuer held by NEA 12 in which the Indirect Reporting Persons have no pecuniary interest.
(3) Represents 260,280 shares withheld in connection with the net exercise of warrants. Such shares were withheld by the issuer in satisfaction of the warrants' exercise price and did not involve any sale of shares by NEA 12.
(4) Represents shares underlying warrants. NEA 12 exercised warrants for 160,672 shares. Shares received by NEA 12 are net of shares withheld, as described in note 5, due to the net exercise of warrants.
(5) Represents 38,210 shares withheld in connection with the net exercise of warrants. Such shares were withheld by the issuer in satisfaction of the warrants' exercise price and did not involve any sale of shares by NEA 12.
(6) Represents shares underlying warrants. NEA 12 exercised warrants for 56,983 shares. Shares received by NEA 12 are net of shares withheld, as described in note 7, due to the net exercise of warrants.
(7) Represents 13,551 shares withheld in connection with the net exercise of warrants. Such shares were withheld by the issuer in satisfaction of the warrants' exercise price and did not involve any sale of shares by NEA 12.

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