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) 06/13/2003 |
3. Issuer Name and Ticker or Trading Symbol
SMARTSERV ONLINE INC [ SSOL ] |
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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) |
Common Stock | 933,329 | I | See Note(1) |
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 | ||||
8% Convertible Note Due November 19, 2003 | 05/19/2003 | 11/19/2003 | Common Stock | 198,926 | $0.744 | I | See Note(2) |
8% Convertible Note Due December 13, 2003 | 06/13/2003 | 12/13/2003 | Common Stock | 279,597 | $0.794 | I | See Note(3) |
Warrants | 05/19/2003 | 05/19/2008 | Common Stock | 554,396 | $0.744 | I | See Note(4)(5) |
Warrants | 06/13/2003 | 06/13/2008 | Common Stock | 1,157,170 | $0.794 | I | See Note(6)(7) |
Explanation of Responses: |
1. The 933,329 shares of common stock were acquired on June 13, 2003, and are held by Spencer Trask Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of Spencer Trask & Co., a Delaware corporation, of which the reporitng person is the controlling stockholder. |
2. Notes convertible into 80,646 shares of common stock are held collectively by Spencer Trask Private Equity Fund I LP, Spencer Trask Private Equity Fund II LP and Spencer Trask Private Equity/Accredited Fund III, LLC. The reporting person is approximatley an 80% owner of the entity that is a 100% owner of the manager of such Funds. Notes convertible into 118,280 shares of common stock are held by Spencer Trask Investment Partners LLC, a Delaware limited liability company, of which the reporting person is the non-member manager. The notes reference in this footnote (2) were acquired by May 19, 2003. |
3. Notes convertible into 75,567 shares of common stock are held collectively by Spencer Trask Private Equity Fund I LP, Spencer Trask Private Equity Fund II LP and Spencer Trask Private Equity/Accredited Fund III, LLC. The reporting person is approximatley an 80% owner of the entity that is a 100% owner of the manager of such Funds. Notes convertible into 204,030 shares of common stock are held by Spencer Trask Investment Partners LLC, a Delaware limited liability company, of which the reporting person is the non-member manager. The notes reference in this footnote (3) were acquired by June 13, 2003. |
4. Warrants exercisable for 135,000 shares of common stock are held collectively by Spencer Trask Private Equity Fund I LP, Spencer Trask Private Equity Fund II LP and Spencer Trask Private Equity/Accredited Fund III, LLC. The reporting person is approximatley an 80% owner of the entity that is a 100% owner of the manager of such Funds. Warrants exercisable for 198,000 shares of common stock are held by Spencer Trask Investment Partners LLC, a Delaware limited liability company, of which the reporting person is the non-member manager. Warrants exercisable for 221,396 shares of common stock are held by Spencer Trask Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of Spencer Trask & Co., a Delaware corporation, of which the reporting person is the controlling stockholder. CONTINUED IN NEXT FOOTNOTE |
5. The warrants referenced in footnote (4) were acquired by May 19, 2003. |
6. Warrants exercisable for 135,000 shares of common stock are held collectively by Spencer Trask Private Equity Fund I LP, Spencer Trask Private Equity Fund II LP and Spencer Trask Private Equity/Accredited Fund III, LLC. The reporting person is approximatley an 80% owner of the entity that is a 100% owner of the manager of such Funds. Warrants exercisable for 364,500 shares of common stock are held by Spencer Trask Investment Partners LLC, a Delaware limited liability company, of which the reporting person is the non-member manager. Warrants exercisable for 657,670 shares of common stock are held by Spencer Trask Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of Spencer Trask & Co., a Delaware corporation, of which the reporting person is the controlling stockholder. CONTINUED IN NEXT FOOTNOTE |
7. The warrants referenced in footnote (6) were acquired by June 13, 2003. |
/s/ Kevin B. Kimberlin | 12/04/2003 | |
** 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. |