SC 13G/A 1 criticalpath_13ga1-123101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CRITICAL PATH, INC. ------------------- (Name of Issuer) Common Stock, $0.001 Par Value ------------------------------ (Title of Class of Securities) 22674V100 --------- (CUSIP Number) December 31, 2001 ----------------- (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 on 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). Continued on following pages Page 1 of 7 Pages Exhibit Index: Page 6 SCHEDULE 13G CUSIP No. 22674V100 Page 2 of 7 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) PURNENDU CHATTERJEE (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 4,889,737 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 4,889,737 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,889,737 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) 6.48% 12 Type of Reporting Person (See Instructions) IA Page 3 of 7 Pages Item 1(a) Name of Issuer: Critical Path, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 532 Folsom Street, San Francisco, California 94105 Item 2(a) Name of Person Filing: The Statement is filed on behalf of Purnendu Chatterjee (the "Reporting Person"): This Statement relates to Shares (as defined herein) held for the accounts of Winston Partners, L.P., a Delaware limited partnership ("Winston L.P."), Chatterjee Fund Management, L.P., a Delaware limited partnership ("CFM"), and the Reporting Person. CFM is the general partner of Winston L.P. The Reporting Person is the sole general partner of CFM. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of the Reporting Person is 888 Seventh Avenue, 30th Floor, New York, NY 10106. Item 2(c) Citizenship: The Reporting Person is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $0.001 Par Value (the "Shares"). Item 2(e) CUSIP Number: 22674V100 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2001, the Reporting Person may be deemed the beneficial owner of 4,889,737 Shares. This number consists of (A) 2,903,537 Shares held for the account of Winston L.P (assumes the exercise of $9,200,000 principal amount of 5 3/4% Convertible Notes Due 2005 into 90,662 Shares), (B) 102,000 Shares held for the account of CFM and (C) 1,884,200 Shares held for the account of the Reporting Person. Page 4 of 7 Pages Item 4(b) Percent of Class: The number of Shares of which the Reporting Person may be deemed to be the beneficial owner constitutes approximately 6.48% of the total number of Shares outstanding (assumes the exercise of $9,200,000 principal amount of 5 3/4% Convertible Notes Due 2005 into 90,662 Shares). Item 4(c) Number of Shares that the Reporting Person has: (i) Sole power to vote or direct the vote: 4,889,737 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 4,889,737 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The partners of Winston L.P. have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the account of Winston L.P. in accordance with their partnership interests in Winston L.P. (ii) The partners of CFM have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the account of CFM in accordance with their partnership interests in CFM. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below the Reporting Person certifies that, to the best of such person's 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 5 of 7 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 15, 2002 PURNENDU CHATTERJEE By: /s/ Vijay Chaudhry -------------------------- Vijay Chaudhry Attorney-in-Fact Page 6 of 7 Pages EXHIBIT INDEX Page No. -------- A. Power of Attorney, dated as of February 13, 2002, granted by Dr. Purnendu Chatterjee in favor of Mr. Vijay Chaudhry........ 7