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*
PHILLIPS SMITH SPECIALTY RETAIL GROUP III L P

(Last) (First) (Middle)
5080 Spectrum Dr.
Suite 805 West

(Street)
Addison TX 75001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REDENVELOPE INC [ REDE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/30/2003 C 97,386 A (1) 97,386 D(2)(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock $0(4) 09/30/2003 C 9,649 09/30/2003(5) (6) Common Stock 15,260 (1) 0 D(2)(3)
Series D Preferred Stock $0(7) 09/30/2003 C 17,543 09/30/2003(5) (6) Common Stock 31,547 (1) 0 D(2)(3)
Series E Preferred Stock $0(8) 09/30/2003 C 21,563 09/30/2003(5) (6) Common Stock 27,427 (1) 0 D(2)(3)
Series F Preferred Stock $0(9) 09/30/2003 C 23,421 09/30/2003(5) (6) Common Stock 23,152 (1) 0 D(2)(3)
1. Name and Address of Reporting Person*
PHILLIPS SMITH SPECIALTY RETAIL GROUP III L P

(Last) (First) (Middle)
5080 Spectrum Dr.
Suite 805 West

(Street)
Addison TX 75001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SMITH CECE

(Last) (First) (Middle)
5080 Spectrum Dr.
Suite 805 West

(Street)
Addison TX 75001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MACHENS G MICHAEL

(Last) (First) (Middle)
5080 Spectrum Dr.
Suite 805 West

(Street)
Addison TX 75001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PHILLIPS SMITH MANAGEMENT CO LP

(Last) (First) (Middle)
5080 Spectrum Dr.
Suite 805 West

(Street)
Addison TX 75001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PHILLIPS DONALD J

(Last) (First) (Middle)
5080 SPECTRUM DR.
SUITE 805 WEST

(Street)
ADDISON TX 75001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Per SEC instruction, column left blank.
2. 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.
3. These shares are owned directly by Phillips-Smith Specialty Retail Group III, L.P.
4. 1 share of Series C Preferred Stock is convertible into 1.58158 shares of the Issuer's Common Stock.
5. Immediately exercisable.
6. Not applicable.
7. 1 share of Series D Preferred Stock is convertible into 1.79828 shares of the Issuer's Common Stock.
8. 1 share of Series E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock.
9. 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. 09/30/2003
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 Phillips-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 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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