Edgar Filing: BLACKBAUD INC

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HELLMAN & FRIEDMAN CAPITAL PARTNERS III LP

2. Issuer Name and Ticker or Trading Symbol
BLACKBAUD INC [BLKB]

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)

ONE MARITIME PLAZA, 12TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2005

(Street)

SAN FRANCISCO, CA 94111

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 ⁽¹⁾ ⁽²⁾	06/01/2005		J⁽³⁾		4,564,500	D	⁽³⁾	21,942,231	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HELLMAN & FRIEDMAN CAPITAL PARTNERS III LP ONE MARITIME PLAZA 12TH FLOOR SAN FRANCISCO, CA 94111		X

Signatures

Georgia Lee, Vice President		06/02/2005
^**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)	HELLMAN & FRIEDMAN CAPITAL PARTNERS III, L.P. ("HFCP III") IS A CALIFORNIA LIMITED PARTNERSHIP. THE SOLE GENERAL PARTNER OF HFCP III IS H&F INVESTORS III, A CALIFORNIA GENERAL PARTNERSHIP. THE MANAGING GENERAL PARTNER OF H&F INVESTORS III IS HELLMAN & FRIEDMAN ASSOCIATES III, L.P., A CALIFORNIA LIMITED PARTNERSHIP, AND THE MANAGING GENERAL PARTNER OF HELLMAN & FRIEDMAN ASSOCIATES III, L.P. IS H&F INVESTORS III, INC., A CALIFORNIA C CORPORATION ("H&F INC." ). THE SOLE SHAREHOLDER OF H&F INC. IS THE HELLMAN FAMILY REVOCABLE TRUST (THE "TRUST"). MR. F. WARREN HELLMAN IS A DIRECTOR OF H&F INC. AND A TRUSTEE OF THE TRUST. THE INVESTMENT DECISIONS OF H&F INC. ARE MADE BY AN EXECUTIVE COMMITTEE, OF WHICH MR. HELLMAN IS A VOTING MEMBER. THE EXECUTIVE COMMITTEE INDIRECTLY EXERCISES SOLE VOTING AND INVESTMENT POWER WITH RESPECT TO THE SHARES HELD BY HFCP III.
(2)	AS A MEMBER OF THE EXECUTIVE COMMITTEE, MR. HELLMAN COULD BE DEEMED TO BENEFICIALLY OWN SUCH SHARES, BUT DISCLAIMS SUCH BENEFICIAL OWNERSHIP EXCEPT TO THE EXTENT OF HIS INDIRECT PECUNIARY INTEREST IN SUCH SHARES.
(3)	ON JUNE 1, 2005, HFCP III DISTRIBUTED, IN A PRO RATA DISTRIBUTION, AN AGGREGATE OF 4,564,500 SHARES OF COMMON STOCK TO ITS LIMITED PARTNERS. Hellman & Friedman Capital Partners III, L.P. By: Its General Partner, H&F Investors III By: Its Managing General Partner, Hellman & Friedman Associates III, L.P. By: Its Managing General Partner, H&F Investors III, Inc.

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