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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1. Name and Address of Reporting Person * Kodiak Ventures Management Company, Inc.   2. Issuer Name and Ticker or Trading Symbol CHANNELADVISOR CORP [ECOM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Director by Deputization (Last) (First) (Middle) C/O KODIAK VENTURE PARTNERS, 80 WILLIAM STREET, SUITE 260 3. Date of Earliest Transaction (Month/Day/Year) 02/10/2014 (Street) WELLESLEY, MA 02481 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 02/10/2014   J(1)   2,181,229 (2) D $ 0 27,540 (3) I See footnote (4) Common Stock 02/11/2014   S   27,540 (5) D $ 39.7559 0 I See footnote (4)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kodiak Ventures Management Company, Inc. C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 WELLESLEY, MA 02481	X	X		Director by Deputization
KODIAK III ENTREPRENEURS FUND L P C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 WELLESLEY, MA 02481		X
KODIAK VENTURE PARTNERS III LP C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 WELLESLEY, MA 02481		X
KODIAK VENTURE PARTNERS II ALP C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 WELLESLEY, MA 02481		X
KODIAK VENTURE PARTNERS IIBLP C/O KODIAK VENTURE PARTNERS 80 WILLIAM STREET, SUITE 260 WELLESLEY, MA 02481		X

Signatures

/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc.		02/12/2014
**Signature of Reporting Person		Date
/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the managing member of Kodiak Ventures Management Company (GP), LLC, the GP of Kodiak Ventures Management III, L.P., the GP of Kodiak III Entrepreneurs Fund, L.P.		02/12/2014
**Signature of Reporting Person		Date
/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the managing member of Kodiak Ventures Management Company (GP), LLC, the GP of Kodiak Ventures Management III, L.P., the GP of Kodiak Venture Partners III, L.P.		02/12/2014
**Signature of Reporting Person		Date
/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the GP of Kodiak Ventures Management II, L.P., the GP of Kodiak Ventures Partners II-A, L.P.		02/12/2014
**Signature of Reporting Person		Date
/s/ Louis J. Volpe, as Treasurer of Kodiak Ventures Management Company, Inc., the GP of Kodiak Ventures Management II, L.P., the GP of Kodiak Ventures Partners II-B, L.P.		02/12/2014
**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)	Pro rata distribution of Common Stock held by a limited partnership to its partners for no consideration.
(2)	Represents shares distributed by KVP IIA, KVP IIB, KVP III and KVP IIIEF (each as defined in note 4) to its respective partners for no consideration. KVP IIA distributed 1,538,483 shares, KVP IIB distributed 337,831 shares, KVP III distributed 297,558 shares and KVP IIIEF distributed 7,357 shares. Each of KVP IIA, KVP IIB, KVP III and KVP IIIEF did not beneficially own any shares after such distributions.
(3)	KVM II and KVM III (each as defined in note 4) received an aggregate of 27,540 shares in connection with the distributions described in note 2. Accordingly, Kodiak VMC (as defined in note 4) retained beneficial ownership of 27,540 shares after the distribution.
(4)	The general partner of Kodiak Venture Partners II-A, L.P. ("KVP IIA") and Kodiak Venture Partners II-B, L.P. ("KVP IIB") is Kodiak Ventures Management II, L.P. ("KVM II). The general partner of KVM II is Kodiak Ventures Management Company, Inc. ("Kodiak VMC"). The general partner of Kodiak Venture Partners III, L.P. ("KVP III") and Kodiak III Entrepreneurs Fund, L.P. ("KVP III EF") is Kodiak Ventures Management III, L.P. ("KVM III"). The general partner of KVM III is Kodiak Ventures Management Company (GP), LLC ("KVMC GP") and the managing member of KVMC GP is Kodiak VMC. Mr. Louis Volpe serves as the representative of Kodiak VMC on the board of directors of the issuer as a director by deputization.
(5)	Represents shares sold by KVM II and KVM III. KVM II sold 19,386. KVM III sold 8,154 shares.

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