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^*

TINSLEY TOM C

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE CORPORATION

2401 PENNSYLVANIA AVENUE, N.W.

(Street)

WASHINGTON

10037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2004

3. Issuer Name and Ticker or Trading Symbol
CRITICAL PATH INC [ CPTH ]

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

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

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)

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)
Series D Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	8,291,046	⁽⁶⁾	I	See⁽¹⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	630,747	⁽⁶⁾	I	See⁽²⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	1,170,164	⁽⁶⁾	I	See⁽³⁾
Common Stock Warrant (right to buy)	⁽⁴⁾	11/07/2006	Common Stock	513,468	$4.2	I	See⁽¹⁾
Common Stock Warrant (right to buy)	⁽⁴⁾	11/07/2006	Common Stock	39,062	$4.2	I	See⁽²⁾
Common Stock Warrant (right to buy)	⁽⁴⁾	11/07/2006	Common Stock	72,469	$4.2	I	See⁽³⁾

Explanation of Responses:

1. By General Atlantic Partners 74, L.P. ("GAP 74"). See footnote 3.

2. By GapStar, LLC ("GapStar"). See footnote 3.

3. By GAP Coinvestment Partners II, L.P. ("GAPCO II"). General Atlantic Partners, LLC ("GAP LLC") is the general partner of GAP 74 and the sole member of GapStar. The general partners of GAPCO II are also managing members of GAP LLC. Mr. Tinsley is a managing member of GAP LLC and a general partner of GAPCO II, and disclaims beneficial ownership of all of the reported securities except to the extent of his pecuniary interest therein.

4. Immediately

5. There is no expiration date by which the Series D Preferred Stock (the "Preferred Stock") must convert into common stock. If at any date after November 8, 2005 the average closing price per share of common stock for any 60 consecutive trading days is not less than 400% of the Accreted Value, then the issuer has the option to redeem within 30 days all outstanding Preferred Stock for cash at a price per share equal to the Accreted Value plus all dividends accrued since the previous semi-annual compounding date and all dividends that would have accrued and compounded from the closing of such optional redemption until November 8, 2006. On November 8, 2006, all Preferred Stock must automatically be redeemed for cash at a price per share equal to the Accreted Value plus all dividends accrued since the previous semi-annual compounding date. Accreted Value means, with respect to each share of Preferred Stock, the sum of $13.75 plus all dividends that have accrued and compounded semi-annually.

6. The shares of Preferred Stock are convertible into the number shares of common stock of the issuer equal to the product of the number of shares of Preferred Stock being converted multiplied by the quotient of (i) the Accreted Value plus all dividends accrued since the previous semi-annual compounding date divided by (ii) $4.20 (subject to anti-dilution adjustments).

Remarks:

	Tom C. Tinsley, Director	05/26/2004
	** 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.
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