SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRABE WILLIAM O

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE CORPORATION

3 PICKWICK PLAZA

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIREPOND INC [ FIRE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2003

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/03/2003		U		1,061,984⁽¹⁾	D	$3.16	0	I	See ⁽¹⁶⁾
Common Stock	12/03/2003		U		282,211⁽²⁾	D	$3.16	0	I	See ⁽¹⁷⁾
Common Stock	12/03/2003		U		57,657⁽³⁾	D	$3.16	0	I	See ⁽¹⁸⁾
Common Stock	12/03/2003		U		251,756⁽⁴⁾	D	$3.16	0	I	See ⁽¹⁹⁾
Common Stock	12/03/2003		U		11,927⁽⁵⁾	D	$3.16	0	I	See ⁽²⁰⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$220⁽⁶⁾	12/03/2003		U			2,469⁽⁶⁾	05/11/2000	11/11/2004	Common Stock	2,469⁽⁶⁾	$0⁽¹³⁾	0	I	See ⁽²¹⁾
Warrant (right to buy)	$220⁽⁷⁾	12/03/2003		U			530⁽⁷⁾	05/11/2000	11/11/2004	Common Stock	530⁽⁷⁾	$0⁽¹³⁾	0	I	See ⁽²⁰⁾
Stock Option (right to buy)	$44.55⁽⁸⁾	12/03/2003		U			5,000⁽⁸⁾	12/03/2003⁽¹²⁾	09/09/2009	Common Stock	5,000⁽⁸⁾	$0⁽¹⁴⁾	0	D
Stock Option (right to buy)	$22.5⁽⁹⁾	12/03/2003		U			1,250⁽⁹⁾	12/03/2003⁽¹²⁾	03/22/2011	Common Stock	1,250⁽⁹⁾	$0⁽¹⁴⁾	0	D
Stock Option (right to buy)	$6.6⁽¹⁰⁾	12/03/2003		U			4,687⁽¹⁰⁾	12/03/2003⁽¹²⁾	07/31/2006	Common Stock	4,687⁽¹⁰⁾	$0⁽¹⁴⁾	0	D
Stock Option (right to buy)	$10.9⁽¹¹⁾	12/03/2003		U			1,250⁽¹¹⁾	12/03/2003⁽¹²⁾	03/22/2007	Common Stock	1,250⁽¹¹⁾	$0⁽¹⁴⁾	0	D
Stock Option (right to buy)	$2.48	12/03/2003		U			1,250	12/03/2003⁽¹²⁾	03/24/2008	Common Stock	1,250	$3.16⁽¹⁵⁾	0	D

Explanation of Responses:

1. Effective August 15, 2002, each share of common stock of FirePond, Inc. ("FirePond) was converted in a reverse stock split into one-tenth of a share of common stock (the foregoing, the "Reverse Stock Split"). Prior to the Reverse Stock Split, General Atlantic Partners 40, L.P. ("GAP 40") owned 10,619,840 shares of common stock and, as a result of the Reverse Stock Split, such shares of common stock became 1,061,984 shares of common stock.

2. Prior to the Reverse Stock Split, General Atlantic Partners 46, L.P. ("GAP 46") owned 2,822,118 shares of common stock and, as a result of the Reverse Stock Split, such shares of common stock became 282,211 shares of common stock.

3. Prior to the Reverse Stock Split, General Atlantic Partners 52, L.P. ("GAP 52") owned 576,576 shares of common stock and, as a result of the Reverse Stock Split, such shares of common stock became 57,657 shares of common stock.

4. Prior to the Reverse Stock Split, GAP Coinvestment Partners, L.P. ("GAPCO") owned 2,517,561 shares of common stock and, as a result of the Reverse Stock Split, such shares of common stock became 251,756 shares of common stock.

5. Prior to the Reverse Stock Split, GAP Coinvestment Partners II, L.P. ("GAPCO II") owned 119,272 shares of common stock and, as a result of the Reverse Stock Split, such shares of common stock became 11,927 shares of common stock.

6. Prior to the Reverse Stock Split, this warrant was exercisable for 24,697 shares of common stock at an exercise price of $22.00 per share. As a result of the Reverse Stock Split, this warrant became exercisable for 2,469 shares of common stock at an exercise price of $220 per share.

7. Prior to the Reverse Stock Split, this warrant was exercisable for 5,303 shares of common stock at an exercise price of $22.00 per share. As a result of the Reverse Stock Split, this warrant became exercisable for 530 shares of common stock at an exercise price of $220 per share.

8. Prior to the Reverse Stock Split and subject to vesting, this option was exercisable for 50,000 shares of common stock at an exercise price of $4.445 per share. As a result of the Reverse Stock Split, this option became exercisable for 5,000 shares of common stock at an exercise price of $44.55 per share.

9. Prior to the Reverse Stock Split and subject to vesting, this option was exercisable for 12,500 shares of common stock at an exercise price of $2.25 per share. As a result of the Reverse Stock Split, this option became exercisable for 1,250 shares of common stock at an exercise price of $22.50 per share.

10. Prior to the Reverse Stock Split and subject to vesting, this option was exercisable for 46,875 shares of common stock at an exercise price of $0.66 per share. As a result of the Reverse Stock Split, this option became exercisable for 4,687 shares of common stock at an exercise price of $6.60 per share.

11. Prior to the Reverse Stock Split and subject to vesting, this option was exercisable for 12,500 shares of common stock at an exercise price of $1.09 per share. As a result of the Reverse Stock Split, this option became exercisable for 1,250 shares of common stock at an exercise price of $10.90 per share.

12. This option accelerated immediately prior to the effectiveness of the merger (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 8, 2003, among FirePond, Jaguar Technology Holdings, LLC and Fire Transaction Sub, Inc., as amended by Amendment No. 1 thereto, dated as of October 22, 2003.

13. This warrant was canceled upon the effectiveness of the Merger because the price per share paid in the Merger was less than the exercise price of the warrant.

14. This option was canceled upon the effectiveness of the Merger because the price per share paid in the Merger was less than the exercise price of the option.

15. This option was canceled in the Merger in exchange for a cash payment representing the difference between the price per share paid in the Merger ($3.16) and the exercise price of the option ($2.48).

16. By GAP 40, of which General Atlantic Partners, LLC ("GAP LLC") is the general partner. See footnote 21.

17. By GAP 46, of which GAP LLC is the general partner. See footnote 21.

18. By GAP 52, of which GAP LLC is the general partner. See footnote 21.

19. By GAPCO. See footnote 21.

20. By GAPCO II. See footnote 21.

21. By General Atlantic Partners 59, L.P., of which GAP LLC is the general partner. The managing members of GAP LLC (other than Klaus Esser) are also the general partners of GAPCO and GAPCO II. Mr. Grabe is a managing member of GAP LLC and a general partner of each of GAPCO and GAPCO II, and disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

	William O. Grabe	12/04/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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