-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VssWMyXs2Lhr5hSLBasid67tJy/7B9RepNFRarpFde3cQqg1PzZgZSFpmJQmhvLK hb12gArWXVvex+eRh0Nn4Q== 0000740126-01-500003.txt : 20010510 0000740126-01-500003.hdr.sgml : 20010510 ACCESSION NUMBER: 0000740126-01-500003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010430 FILED AS OF DATE: 20010509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APTIMUS INC CENTRAL INDEX KEY: 0001087277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911809146 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: SEC FILE NUMBER: 000-27065 FILM NUMBER: 1626273 BUSINESS ADDRESS: STREET 1: 95 S JACKSON STREET 2: STE 300 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2064419100 MAIL ADDRESS: STREET 1: 95 SOUTH JACKSON STREET 2: STE 300 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: FREESHOP COM INC DATE OF NAME CHANGE: 19990525 COMPANY DATA: COMPANY CONFORMED NAME: FINGERHUT COMPANIES INC CENTRAL INDEX KEY: 0000740126 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] OWNER IRS NUMBER: 411396490 STATE OF INCORPORATION: MN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 4400 BAKER RD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129323100 MAIL ADDRESS: STREET 1: 4400 BAKER ROAD STREET 2: 4400 BAKER ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 4 1 form4aptimus2001.txt FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response. . . . 0.5 1 . Name and Address of Reporting Person* Fingerhut Companies, Inc.(1) 2 . Issuer Name and Tickler or Trading Symbol Aptimus, Inc. (APTM) 6 . Relationship of Reporting Person(s) to Issuer (Check all applicable) __ _ Director _x_ _ 10% Owner __ _ Officer (give title below) ___ Other (specify below) __________________________________ (Last) (First) (Middle) 4400 Baker Road 3 . I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4 . Statement for Month/Year April, 2001 (Street) Minnetonka, MN 55343 5 . If Amendment, Date of Original (Month/Year) 7 . Individual or Joint/Group Filing (Check Applicable Line) _x__ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1 . Title of Security (Instr. 3) 2 . Transaction Date (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 at End of Month (Instr. 3 and 4) 6 . Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7 . Nature of Indirect Beneficial Ownership (Instr. 4) Cod e V Amount (A) or (D) Price Common Stock 04/16/01 S 2,720,000 D $.40(2) 2,411,255 D Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1 . Title of Derivativ e Security (Instr.3) 2 . Conversio n or Exercise Price of Derivativ e Security 3 . Transaction Date (Month/Day/Year ) 4 . Transactio n Code (Instr. 8) 5 . Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6 . Date Exerciseable and Expiration Date (Month/Day/Year) 7 . Title and Amount of Underlying Securities (Instr. 3 and 4) 8 . Price of Derivativ e Security (Instr. 5) 9 . Number of Derivative Securities Beneficiall y Owned at End of Month (Instr. 4) 10 . Ownership Form of Derivative Securities Beneficiall y Owned at End of Month (Instr. 4) 11 . Nature of Indirect Beneficia l Ownership (Instr. 4) Code V (A) (D) Date Exercisabl e Expiratio n Date Title Amount or Number of Shares Warrants (Right To Buy) $2.50 04/16/01 J 150,000 04/16/01 04/16/03 Commo n Stock 150,00 0 (3) 150,000 D Explanation of Responses: (1) The amounts shown in Tables I and II represent the beneficial ownership of the Issuer's equity securities offered by Fingerhut Companies, Inc. Federated Department Stores, Inc. may be deemed to control Fingerhut by virtue of its ownership of 100% of Fingerhut's capital stock and its corresponding right to elect Fingerhut's directors, and therefore, the Issuer's equity securities may also be deemed to be beneficially owned by Federated. (2) This private sale of non-derivative securities was a purchase of 2,720,000 shares of Aptimus, Inc. Common Stock by the issuer beneficially owned by Fingerhut Companies, Inc. for a total purchase price of $1,088,000 of which $250,000 was paid in cash, and Aptimus, Inc. signed a promissory note to Fingerhut Companies, Inc. in the principal amount of $838,000 payable in 18 consecutive monthly installments of $50,135.12 bearing interest at the rate of 9.5% per annum. (3) The warrant to purchase 150,000 shares is at an exercise price of $2.50 per share, subject to antidilution adjustment. The warrant was issued to Fingerhut Companies, Inc. in connection with the sale of common stock and issuance of the promissory note described in Footnote (2). Michael P. Sherman **Signature of Reporting Person May 9, 2001 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, on of which must be manually signed. If space is insufficient, see Instruction 6 for procedure http://www.sec.gov/divisions/corpfin/forms/4.htm Last update: 11/05/1999 Joint Filer Information - --------------------------------------------------------------- Name of Joint Filer: Federated Department Stores, Inc. Address: 7 West Seventh Street Cincinnati, OH 45202 Designated Filer: Fingerhut Companies, Inc. Issuer & Ticker Symbol: Aptimus, Inc. ("APTM") Date of Event Requiring Statement: April 16, 2001 Federated Department Stores, Inc. Signature: By: Karen M. Hoguet Karen M. Hoguet Senior Vice President, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----