-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F91Ipr8uxx2vK2vhz4zeRkUzijcI0y18WQLkKLsZkg2Hl3ckeuNfOuFjht6H4jc0 stVfHAJbr0lVAxBey5BBGg== 0000941655-04-000011.txt : 20040217 0000941655-04-000011.hdr.sgml : 20040216 20040217122530 ACCESSION NUMBER: 0000941655-04-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVILLAGE INC CENTRAL INDEX KEY: 0001074767 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133845162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56097 FILM NUMBER: 04605825 BUSINESS ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126040963 MAIL ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001020455 IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: RHO MANAGEMENT CO INC DATE OF NAME CHANGE: 19960806 SC 13G/A 1 r_ivill13gam3.txt AMENDMENT NO. 3 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* iVillage Inc. ----------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------------------- (Title of Class of Securities) 46588H105 ----------------------------------------- (CUSIP Number) December 31, 2003 ----------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 46588H105 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Capital Partners, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 1,672,319 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 1,672,319 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,672,319 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO/IA CUSIP No. 46588H105 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Joshua Ruch 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 1,019,566 Shares 6 SHARED VOTING POWER 1,672,319 Shares 7 SOLE DISPOSITIVE POWER 1,019,566 Shares 8 SHARED DISPOSITIVE POWER 1,672,319 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,691,885 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 46588H105 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Habib Kairouz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 297,426 Shares (includes options to purchase 102,498 Shares) 6 SHARED VOTING POWER 1,672,319 Shares 7 SOLE DISPOSITIVE POWER 297,426 Shares (includes options to purchase 102,498 Shares) 8 SHARED DISPOSITIVE POWER 1,672,319 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,969,745 Shares (includes options to purchase 102,498 Shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.5% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 46588H105 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Mark Leschly 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Kingdom of Denmark NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 1,672,319 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 1,672,319 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,672,319 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN This Amendment No. 3 to Schedule 13G for iVillage Inc., a Delaware corporation (the "Company"), amends a Schedule 13G, dated December 31, 1999, as amended December 31, 2000 and December 31, 2001, with respect to the Common Stock, par value $0.01 per share (the "Shares"), of the Company beneficially owned by Rho Capital Partners, Inc., Joshua Ruch, Habib Kairouz and Mark Leschly, as follows below. This Amendment is filed to amend Items 4 and 5, as of December 31, 2003, as contained in the statement on Schedule 13G most recently amended. Items 1 - 3. No amendment. Item 4. Ownership See cover page for each reporting person. As the ultimate holder of voting and investment authority over the Shares owned by its investment advisory clients, Rho may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of 1,672,319 Shares reported hereby, constituting 3.0% of the Company's outstanding shares reported as of the date of the Company's most recently filed Form 10-Q. As stockholders of Rho, Joshua Ruch, Habib Kairouz and Mark Leschly may be deemed to share investment and voting control over the Shares reported herein by Rho. Accordingly, each of Messrs. Ruch, Kairouz and Leschly may be deemed to be the beneficial owner of the 1,672,319 Shares reported by Rho hereunder, constituting 3.0% of the Company's 56,151,130 shares outstanding as of the date of the Company's most recently filed Form 10-Q. Additionally, Mr. Ruch and Mr. Kairouz each exercises sole investment and voting control over certain other Shares, over which he may be deemed to have sole beneficial ownership. Accordingly, Mr. Ruch may be deemed to be the beneficial owner of an aggregate of 2,691,885 Shares, constituting 4.8% of the Company's 56,151,130 shares outstanding as of the date of the Company's most recently filed Form 10-Q, and Mr. Kairouz may be deemed to be the beneficial owner of an aggregate of 1,969,745 Shares, constituting 3.5% of the Company's 56,151,130 shares outstanding as of the date of the Company's most recently filed Form 10-Q. Other than Shares in which they have a pecuniary interest, each of Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares reported by this Statement. Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] Items 6. - 9. No amendment. Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 17, 2004. RHO CAPITAL PARTNERS, INC. By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President JOSHUA RUCH /s/ Joshua Ruch - -------------------------- Name: Joshua Ruch HABIB KAIROUZ /s/ Habib Kairouz - -------------------------- Name: Habib Kairouz MARK LESCHLY /s/ Mark Leschly - -------------------------- Name: Mark Leschly -----END PRIVACY-ENHANCED MESSAGE-----