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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FAVRILLE INC [ FVRL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/07/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/07/2005 | C | 2,070,048 | A | $0 | 2,118,239 | D(1) | |||
Common Stock | 02/07/2005 | P | 714,285 | A | $7 | 2,832,524 | D(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | (2) | 02/07/2005 | C | 481,926 | (3) | (4) | Common Stock | 481,926 | $0 | 0 | D(5) | ||||
Series B Convertible Preferred Stock | (2) | 02/07/2005 | C | 553,029 | (3) | (4) | Common Stock | 553,029 | $0 | 0 | D(6) | ||||
Series B-2 Convertible Preferred Stock | (2) | 02/07/2005 | C | 427,945 | (3) | (4) | Common Stock | 427,945 | $0 | 0 | D(7) | ||||
Series C Convertible Preferred Stock | (8) | 02/07/2005 | C | 558,754 | (3) | (4) | Common Stock | 607,148 | $0 | 0 | D(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The shares are held of record as follows: 203,046 shares by Alloy Corporate 2000, L.P. ("Corporate"), 86,590 shares by Alloy Partners 2000, L.P. ("Partners"), 1,689,486 shares by Alloy Ventures 2000, L.P. ("Ventures"), 348,350shares by Alloy Investors 2000, L.P. ("Investors") and 505,052 shares by Alloy Annex I, L.P. ("Annex") Alloy Ventures 2000, LLC ("Ventures LLC"), is the general partner of Corporate, Partners, Ventures and Investors, and Alloy Annex I, LLC ("Annex LLC") is the general partner of Annex. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D., J. Leighton Read, M.D. and Tony Di Bona and the managing members of Annex LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D., J. Leighton Read, M.D., Tony Di Bona and Daniel I. Rubin. |
2. 1-for-1 |
3. Immed. |
4. Not applicable. |
5. The shares are held as follows: 42,043 shares by Corporate, 72,129 shares by Investors, 17,930 shares by Partners and 349,824 shares by Ventures. |
6. The shares are held as follows: 48,246 shares by Corporate, 82,771 shares by Investors, 20,574 shares by Partners and 401,438 shares by Ventures. |
7. The shares are held as follows: 37,333 shares by Corporate, 64,050 shares by Investors, 15,921 shares by Partners and 310,641 shares by Ventures. |
8. 1.086614-for-1 |
9. The shares are held as follows: 28,837 shares by Corporate, 49,474 shares by Investors, 12,298 shares by Partners, 239,947 shares by Ventures and 228,198 shares by Annex. |
Remarks: |
All Reporting Persons disclaim beneficial ownership of shares of Favrille, Inc. stock held by the other Reporting Persons herein, except to the extent of their respective pecuniary interest therein, if any. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons are the beneficial owners of all of the equity securities covered by this statement. |
See Exhibit 99 | 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). | ||
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. |