SEC Form 3

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* Exeter Capital Partners IV, L.P. (Last) (First) (Middle) 10 EAST 53RD STREET, 32ND FL. (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/03/2006	3. Issuer Name and Ticker or Trading Symbol VELOCITY EXPRESS CORP [ VEXP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/13/2006
			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 Beneficially Owned
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)
Common Stock	2,465,418	I(1)	See Note(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Units(2)	(3)	07/03/2010(3)	Common Stock	1,105,725	$1.45(4)	I(1)	See Note(1)

1. Name and Address of Reporting Person* Exeter Capital Partners IV, L.P. (Last) (First) (Middle) 10 EAST 53RD STREET, 32ND FL. (Street) NEW YORK NY 10022 (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* Exeter IV Advisors, L.P. (Last) (First) (Middle) 10 EAST 53RD STREET, 32ND STREET (Street) NEW YORK NY 10022 (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* Exeter IV Advisors, Inc. (Last) (First) (Middle) 10 EAST 53RD STREET, 32ND STREET (Street) NEW YORK NY 10022 (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* Fox Keith R (Last) (First) (Middle) 85 MERRIMAC STREET (Street) BOSTON MA 02114 (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. Exeter Capital Partners IV, L.P. directly owns the shares. Exeter IV Advisors, L.P. is the general partner of Exeter Capital Partners IV, L.P. Exeter IV Advisors, Inc. is the general partner of Exeter IV Advisors, L.P. Keith R. Fox is the 100% shareholder of Exeter IV Advisors, Inc. Exeter IV Advisors, L.P., Exeter IV Advisors, Inc. and Keith R. Fox indirectly own the shares.

2. The Units are composed of (i) a 12% Senior Secured Note of the Issuer due 2010 in the aggregate principal amount of $3,205,000, together with (ii) a Warrant to purchase 1,105,725 shares of Common Stock of the Issuer. For more details, please see the Reporting Person's Schedule 13D, filed with respect to the Issuer with the Commission as of July 13, 2006.

3. The Warrant may be exercised at the option of the holder commencing on the approval by the stockholders of the Issuer of the issuance of the Warrant in accordance with the rules of the NASDAQ Stock Market, and ending at 5:00 P.M. Eastern Time on July 3, 2010. Also, the Issuer shall not effect the exercise of the Warrant to the extent that, after giving effect to such exercise, the holder of the Warrant would beneficially own in excess of 4.99% of the shares of the Issuer's Common Stock. For more details, please see the Reporting Person's Schedule 13D, filed with respect to the Issuer with the Commission as of July 13, 2006.

4. The initial exercise price of the Warrant is $1.45 per share, subject to adjustment from time to time as provided for therein. For more details, please see the Reporting Person's Schedule 13D, filed with respect to the Issuer with the Commission as of July 13, 2006.

Remarks:

This Form 3/A is being filed to include Exeter IV Advisors, L.P., Exeter IV Advisors, Inc. and Keith R. Fox as reporting persons. Each of the entities and Mr. Fox had previously been included and signed the Form 3 filed with the Commission on July 13, 2006.

	Exeter Capital Partners IV, L.P. by /s/ Keith R. Fox	08/02/2006
	Exeter IV Advisors, L.P. by /s/ Keith R. Fox	08/02/2006
	Exeter IV Advisors, Inc. by /s/ Keith R. Fox	08/02/2006
	/s/ Keith R. Fox	08/02/2006
	** 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).
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