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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/24/2003 |
3. Issuer Name and Ticker or Trading Symbol
REDENVELOPE INC [ REDE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Preferred Stock | (1)(2) | (3) | Common Stock | 15,260(4) | (5) | D(6)(7) | |
Series D Preferred Stock | (1)(2) | (3) | Common Stock | 31,547(4) | (8) | D(6)(7) | |
Series E Preferred Stock | (1)(2) | (3) | Common Stock | 27,427(4) | (9) | D(6)(7) | |
Series F Preferred Stock | (1)(2) | (3) | Common Stock | 23,152(4) | (10) | D(6)(7) |
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. Immediately exercisable. |
2. All outstanding shares of Preferred Stock will be converted into shares of Common Stock of the Issuer upon the closing of the initial public offering of the Issuer's Common Stock. |
3. Not applicable. |
4. Reflects a 1 for 11.71 reverse stock split of the Issuer's capital stock effected on September 23, 2003. |
5. 1 share of Series C Preferred Stock is convertible into 1.58158 shares of the Issuer's Common Stock. |
6. These shares are owned indirectly by Phillips-Smith Management Company, L.P., the general partner of Phillips-Smith Specialty Retail Group III, L.P., and each of Donald J. Phillips, Cece Smith and G. Michael Machens, the general partners of Phillips-Smith Management Company, L.P. Messrs. Phillips, Machens and Ms. Smith disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein. |
7. These shares are owned directly by Phillips-Smith Specialty Retail Group III, L.P. |
8. 1 share of Series D Preferred Stock is convertible into 1.79828 shares of the Issuer's Common Stock. |
9. 1 share of Series E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock. |
10. 1 share of Series F Preferred Stock is convertible into 0.98855 shares of the Issuer's Common Stock. |
Remarks: |
/s/ Eric Wong, Attorney-in-Fact for Phillips-Smith Specialty Retail Group III, L.P. | 09/24/2003 | |
Eric Wong, Attorney-in-Fact for Cece Smith | 09/15/2003 | |
Eric Wong, Attorney-in-Fact for G. Michael Machens | 09/15/2003 | |
Eric Wong, Attorney-in-Fact for Philips-Smith Management Company, L.P. | 09/15/2003 | |
Eric Wong, Attorney-in-Fact for Donald J. Phillips | 09/15/2003 | |
** 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. |