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 *
KERINS PATRICK J
   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) _____ Other (specify below)
(Last)
(First)
(Middle)
1954 GREENSPRING DRIVE, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
05/29/2013
(Street)

TIMONIUM, MD 21093		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 05/29/2013   C   2,765,599 (1) A (2) 2,765,599 I See Note 3 (3)

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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
Warrant to Purchase Series C Preferred Stock (right to buy) $ 0.685 05/29/2013   X     122,602 05/30/2008   (4) Series C Preferred Stock 122,602 $ 0 0 I See Note 3 (3)
Series C Preferred Stock (2) 05/29/2013   X   122,602     (2)   (2) Common Stock 7,662 (6) $ 0.685 44,345,568 I See Note 3 (3)
Series C Preferred Stock (2) 05/29/2013   S(5)     95,980   (2)   (2) Common Stock 5,998 (6) $ 0.875 44,249,588 I See Note 3 (3)
Series C Preferred Stock (2) 05/29/2013   C     44,249,588   (2)   (2) Common Stock 2,765,599 (6) $ 0 0 I See Note 3 (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KERINS PATRICK J
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093		   X   X    

Signatures

 /s/ Louis Citron, attorney-in-fact   05/29/2013
**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 total represents shares received upon conversion of shares of Series C convertible preferred stock.
(2) Each share of convertible preferred stock was convertible, at any time, at the holder's election, into the issuer's common stock on a 1-for-16 basis. Effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted into one-sixteenth of one share of common stock. The convertible preferred stock had no expiration date.
(3) The Reporting Person is a manager of NEA 12 GP, LLC, which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of New Enterprise Associates 12, Limited Partnership ("NEA 12"), the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the shares held by NEA 12, except to the extent of his pecuniary interest therein.
(4) The warrant expires upon an initial public offering of the issuer's securities.
(5) On May 29, 2013, NEA 12 exercised warrants to purchase 122,602 shares of the issuer's Series C convertible preferred stock for $0.685 per share. NEA 12 paid the exercise price on a cashless basis, resulting in the issuer's withholding of 95,980 of the Series C convertible preferred shares to pay the exercise price and issuing to NEA 12 the remaining 26,622 shares of Series C convertible preferred stock.
(6) The number of underlying shares of common stock reported reflects a 1-for-16 reverse stock split of the issuer's common stock effected on May 9, 2013.

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