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^*

CITRON JOEL TOMAS

(Last)

(First)

(Middle)

C/O E*LAW GROUP

3555 W. 110TH PLACE

(Street)

WESTMINSTER

80031

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROVIDE COMMERCE INC [ PRVD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2005

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								3,447,205	I⁽²⁾	See footnote 2.⁽²⁾
Common Stock								60,946	I⁽³⁾	See footnote 3.⁽³⁾
Common Stock	02/08/2005		S⁽⁴⁾		71	D	$34.65	74,470	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		29	D	$34.66	74,441	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$34.61	74,341	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$34.76	74,241	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$34.57	74,141	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		200	D	$34.5	73,941	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		300	D	$34.48	73,641	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$34.47	73,541	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$34.45	73,441	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		300	D	$34.46	73,141	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$34.52	73,041	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$34.42	72,941	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$34.29	72,841	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$34.16	72,741	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$33.95	72,641	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock	02/08/2005		S⁽⁴⁾		100	D	$34.11	72,541	I⁽¹⁾	See footnote 1.⁽¹⁾
Common Stock								376	D

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)

Explanation of Responses:

1. The securities are held directly by Jared S. Polis ("Polis"). The Reporting Person, through a contractual arrangement pursuant to which he is compensated based on the appreciation, if any, in securities of the Issuer held by Polis and certain affiliated entities (the "Jovian Contract"), may be deemed to exercise beneficial ownership over the Issuer's securities held by Polis, including these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. The securities are held directly by JPS International, LLC, a Delaware limited liability company ("International"). The Reporting Person, through the Jovian Contract, may be deemed to exercise beneficial ownership over the Issuer's securities held by International, including these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.

3. The securities are held directly by Internet Floral Concepts, L.P., a Delaware limited partnership ("Concepts"). The Reporting Person, through the Jovian Contract, may be deemed to exercise beneficial ownership over the Issuer's securities held by Concepts, including these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.

4. Represents sale of shares by Polis effected through Rule 10b5-1 trading plan.

	Jeremy W. Makarechian, Attorney in Fact	02/09/2005
	** 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 4 (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).
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