Edgar Filing: ELOYALTY CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SANDS GREGORY P

2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2002

3. Issuer Name and Ticker or Trading Symbol
ELOYALTY CORP [ELOY]

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)
01/28/2002

(Street)

PALO ALTO,Â CAÂ 943041005

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 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	22	I	By Ltd Partnership (SHAI) ⁽¹⁾
Common Stock	56	I	By Ltd Partnership (SHQP) ⁽²⁾
Common Stock	211,736	I	By Ltd Partnership (SHV) ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		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 Derivative 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)
Series B Preferred Stock ⁽⁴⁾	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	322,078 ⁽⁴⁾	$ 0	I	By Ltd Partnership (SHA) ⁽⁷⁾
Series B Preferred Stock ⁽⁴⁾	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	8,854 ⁽⁴⁾	$ 0	I	By Ltd Partnership (SHAI) ⁽¹⁾
Series B Preferred Stock ⁽⁴⁾	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	22,418 ⁽⁴⁾	$ 0	I	By Ltd Partnership (SHQP) ⁽²⁾
Series B Preferred Stock ⁽⁴⁾	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	895,186 ⁽⁴⁾	$ 0	I	By Ltd Partnership (SHV) ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SANDS GREGORY P 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO,Â CAÂ 943041005	Â	Â X	Â	Â

Signatures

By: Robert Yin, by power of attorney		11/29/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares held by Sutter Hill Entrepreneurs Fund (AI), L.P. The reporting person is a Managing Director of the General Partner of Sutter Hill Entrepreneurs Fund (AI), L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.
(2)	Shares held by Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person is a Managing Director of the General Partner of Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.
(3)	Shares held by Sutter Hill Ventures, A California Limited Partnership. The reporting person is a Managing Director of the General Partner of Sutter Hill Ventures, A California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.
(4)	These shares were previously reported on Table I. This amended filing is to correctly report these shares on Table II.
(5)	Shares of Series B Convertible Preferred that were purchased on December 20, 2001 and are convertible on a one-for-one basis into shares of Common Stock on or after March 20, 2002.
(6)	None
(7)	Shares held by Sutter Hill Associates, L.P. The reporting person is a General Partner of Sutter Hill Associates, L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.