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 | 2,020,521 | A | $0 | 2,039,795 | D(1) | |||
Common Stock | 02/07/2005 | P | 1,142,857 | A | $7 | 3,182,652 | 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 B Convertible Preferred Stock | (2) | 02/07/2005 | C | 790,042 | (3) | (4) | Common Stock | 790,042 | $0(5) | 0 | D(6) | ||||
Series B-2 Convertible Preferred Stock | (2) | 02/07/2005 | C | 319,756 | (3) | (4) | Common Stock | 319,756 | $0(5) | 0 | D(8) | ||||
Series C Convertible Preferred Stock | (7) | 02/07/2005 | C | 838,132 | (3) | (4) | Common Stock | 910,723 | $0(5) | 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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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 as follows: 209,587 shares by Sanderling V Limited Partnership ("SV LP"), 186,491 shares by Sanderling V Beteiligungs, GmbH & Co. KG ("Beteiligungs"), 980,216 shares by Sanderling Venture Partners V, L.P. ("SVPV"), 240,099 shares by Sanderling V Biomedical, L.P. ("Biomedical"), 37,414 shares by Sanderling V Ventures Management ("SVVM"), 687,657 shares by Sanderling Venture Partners V Co-Investment Fund, L.P. ("Venture Co-Investment"), 416,902 shares by Sanderling V Biomedical Co-Investment Fund, L.P. ("Biomedical Co-Investment") and 424,286 shares by Sanderling Venture Partners VI Co-Investment Fund, L.P. ("Ventures VI"). Middleton, McNeil & Mills Associates V, LLC ("MMM") is the general partner of SVLP, Beteiligungs, SVPV, Biomedical, Venture Co-Investment, Biomedical Co-Investment and Ventures VI. |
2. 1-for-1 |
3. Immediate |
4. Not applicable. |
5. Price does not apply. |
6. The shares are held as follows: 54,119 shares by SV LP, 48,155 shares by Beteiligungs, 546,102 shares by SVPV, 133,766 shares by Biomedical and 7,900 shares by SVVM. |
7. 1.086614-for-1 |
8. The shares are held as follows: 21,904 shares by SVLP, 19,490 shares by Beteiligungs, 221,026 shares by SVPV, 54,139 shares by Biomedical and 3,197 shares by SVVM. |
9. The shares are held as follows: 68,604 shares by SV LP, 61,044 shares by Beteiligungs, 96,557 shares by SVPV, 23,651 shares by Biomedical, 8,381 shares by SVVM, 361,021 shares by Venture Co-Investment, and 218,874 shares by Biomedical Co-Investment. |
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. |
/s/ Fred A. Middleton | 02/07/2005 | |
** 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. |