SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dang Kristine N

(Last)

(First)

(Middle)

201 SPEAR STREET

3RD FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2004

3. Issuer Name and Ticker or Trading Symbol
REDENVELOPE INC [ REDE ]

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

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

5. 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 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	13,007	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	04/05/2000⁽¹⁾	04/05/2010	Common Stock	3,245	$5.86	D
Employee Stock Option (Right to Buy)	04/13/2001⁽²⁾	04/13/2011	Common Stock	3,245	$5.86	D
Employee Stock Option (Right to Buy)	07/25/2002⁽³⁾	07/25/2012	Common Stock	6,831	$1.64	D
Employee Stock Option (Right to Buy)	04/11/2003⁽⁴⁾	04/11/2013	Common Stock	6,404	$2.22	D
Employee Stock Option (Right to Buy)	10/10/2003⁽⁵⁾	10/10/2013	Common Stock	15,000	$12.19	D
Employee Stock Option (Right to Buy)	03/29/2004⁽⁶⁾	03/29/2014	Common Stock	7,000	$8.31	D

Explanation of Responses:

1. The options are immediately exercisable as to both vested and unvested shares. The options vest as to 25% of the shares on the one year anniversary of April 5, 2000 and 1/48 monthly thereafter. To the extent the reporting person exercises the option as to unvested shares, such shares will be subject to a repurchase right held by the Issuer, which right lapses in accordance with the vesting schedule for the option grant.

2. The options are immediately exercisable as to both vested and unvested shares. The options vest as to 25% of the shares on the one year anniversary of April 13, 2001 and 1/48 monthly thereafter. To the extent the reporting person exercises the option as to unvested shares, such shares will be subject to a repurchase right held by the Issuer, which right lapses in accordance with the vesting schedule for the option grant.

3. The options are immediately exercisable as to both vested and unvested shares. The options vest as to 1/48 of the total number of shares on each monthly anniversary of July 25, 2002 in equal, successive monthly installments over a period of 48 months. To the extent the reporting person exercises the option as to unvested shares, such shares will be subject to a repurchase right held by the Issuer, which right lapses in accordance with the vesting schedule for the option grant.

4. The options are immediately exercisable as to both vested and unvested shares. The options vest at a rate of 1/48 of the total number of shares on each monthly anniversary of April 11, 2003 in equal, successive monthly installments over a period of 48 months. To the extent the reporting person exercises the option as to unvested shares, such shares will be subject to a repurchase right held by the Issuer, which right lapses in accordance with the vesting schedule for the option grant.

5. The options vest at a rate of 1/48 of the total number of shares on each monthly anniversary of October 10, 2003 in equal, successive monthly installments over a period of 48 months.

6. The options vest at a rate of 1/48 of the total number of shares on each monthly anniversary of March 29, 2004 in equal, successive monthly installments over a period of 48 months.

Remarks:

	/s/ Eric Wong, by Power of Attorney	05/24/2004
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.