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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

March Charitable Trust

(Last)

(First)

(Middle)

P.O. BOX 86, HAMBRO HOUSE

ST. JULIAN'S AVENUE

(Street)

ST. PETER PORT

GY1 3AE

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2004

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

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

Director	X	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 E Convertible Preferred Stock	09/30/2004	07/09/2008⁽¹⁾	Common Stock	6,677,531	$1.5⁽²⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. If at any date after July 9, 2007 the average closing price per share of common stock for any 60 consecutive trading days is not less than 400% of the Series E Accreted Value (described in note (2), below) then the issuer has the option to redeem within 40 days all outstanding Series E Cumulative Redeemable Convertible Participating Preferred Stock (the "Series E Preferred") for cash at a price per share equal to the Series E Accreted Value plus all dividends accrued since the previous semi-annual compounding date. On July 9, 2008, all shares of Series E Preferred must automatically be redeemed for cash at a price per share equal to the Series E Accreted Value plus all dividends accrued since the previous semi-annual compounding date.

2. This Form 3 is filed with respect to 6,500,000 shares of Series E Preferred purchased by Ace Paragon Holdings Limited from Great Affluent Limited on September 30, 2004. The shares of Series E Preferred are convertible into the number of common stock of the issuer equal to the product of the number of shares of Series E Preferred being converted multiplied by the quotient of (i) the Series E Accreted Value divided by (ii) $1.50 (subject to anti-dilution adjustments). Series E Accreted Value means, with respect to each share of Series E Preferred, the sum of $1.50 plus all dividends that have accrued and compounded semi-annually. As of December 31, 2004, the most recent semi-annual dividend compounding date, the 6,500,000 shares of Series E Preferred were convertible into 6,677,531 shares of common stock.

3. The March Charitable Trust holds 100% of the issued and outstanding management shares of Strategic Global Asset Management PCC Limited. Strategic Global Asset Management PCC Limited holds 100% of the outstanding share capital of Ace Paragon Holdings Limited. As a result of its indirect ownership of Ace Paragon Holdings Limited, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), The March Charitable Trust may be deemed to beneficially own the shares of Series E Preferred held by Ace Paragon Holdings Limited. The March Charitable Trust disclaims beneficial ownership of shares of common stock issuable upon conversion of the Series E Preferred to Ace Paragon Holdings. The filing of this Form 3 shall not be deemed an admission that The March Charitable Trust is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such shares.

	/s/ John Charlton Loveless, Managing Director of SG Trust Company Guernsey Limited	02/15/2005
	** 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.