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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
iPayment, Inc.
Common Stock, par value $0.01 per share
46262E105
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons 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 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).
13G | ||||||
CUSIP No. 46262E105 | Page 2 of 4 Pages | |||||
1. | Name of Reporting Person: First Avenue Partners, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Tennessee, USA |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: -0- | |||||
6. | Shared Voting Power: -0- | |||||
7. | Sole Dispositive Power: -0- | |||||
8. | Shared Dispositive Power: -0- | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: -0- |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 0% | |||||
12. | Type of Reporting Person: PN | |||||
2
CUSIP No. 4626E105
|
iPayment 13G | Page 3 of 4 Pages |
Item 1(a).
|
Name of Issuer: | |
iPayment, Inc. | ||
Item 1(b).
|
Address of Issuers Principal Executive Offices: | |
40 Burton Hills Boulevard,
Suite 415 Nashville, Tennessee 37215 |
||
Item 2(a).
|
Name of Person Filing: | |
First Avenue Partners, L.P. | ||
Item 2(b).
|
Address of Principal Business Office or, if none, Residence: | |
The address of the principal office of First Avenue Partners, L.P. is: | ||
30 Burton Hills Boulevard,
Suite 550 Nashville, Tennessee 37215 |
||
Item 2(c).
|
Citizenship: | |
The place of organization of First Avenue Partners, L.P. is Tennessee, USA | ||
Item 2(d).
|
Title of Class of Securities: | |
Common Stock, par value $0.01 per share | ||
Item 2(e).
|
CUSIP Number: | |
46262E105 | ||
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
(a)
|
[ | ] | Broker or dealer registered under section 15 of the Act; | |||
(b)
|
[ | ] | Bank as defined in section 3(a)(6) of the Act; | |||
(c)
|
[ | ] | Insurance company as defined in section 3(a)(19) of the Act; | |||
(d)
|
[ | ] | Investment company registered under section 8 of the Investment Company Act of 1940; | |||
(e)
|
[ | ] | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |||
(f)
|
[ | ] | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |||
(g)
|
[ | ] | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See Item 7); | |||
(h)
|
[ | ] | A savings association as defined in section 3(b) of the Federal Deposit Insurance Act; | |||
(i)
|
[ | ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | |||
(j)
|
[ | ] | Group, in accordance with Rule 13d-1(b)(1)(ii)(H). |
CUSIP No. 4626E105 | iPayment 13G | Page 4 of 4 Pages |
Item 4.
|
Ownership: |
(a)
|
Amount Beneficially Owned: See Item 9 of cover page. | |
(b)
|
Percent of Class: See Item 11 of cover page. | |
(c)
|
Number of shares as to which such person has: |
(i)
|
sole power to vote or direct the vote: See Item 5 of cover page. | |
(ii)
|
shared power to vote or to direct the vote: See Item 6 of cover page. | |
(iii)
|
sole power to dispose or to direct the disposition of: See Item 7 of cover page. | |
(iv)
|
shared power to dispose or to direct the disposition of: See Item 8 of cover page. |
Item 5.
|
Ownership of Five 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 ] | ||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person: | |
N/A | ||
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: | |
N/A | ||
Item 8.
|
Identification and Classification of Members of the Group: | |
N/A | ||
Item 9.
|
Notice of Dissolution of Group: | |
N/A | ||
Item 10.
|
Certification: | |
N/A |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G is true, complete, and correct.
Dated: February 2, 2005
|
First Avenue Partners, L.P. | |
By: Front Street, LLC its general partner |
By: | /s/ David M.Wilds | |||
Name: | David M. Wilds | |||
Title: | Chief Manager | |||