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*
MAYFIELD IX

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VARSITY GROUP INC [ VSTY ]
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)
08/26/2005
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 08/26/2005 S 3,722 D $5.5728 1,663,922 D(1)(2)(3)
Common Stock 08/26/2005 S 194 D $5.5728 87,649 I(1)(2)(3) by MF AIV
Common Stock 08/26/2005 S 499 D $5.5728 222,634 I(1)(2)(3) by Book Trust
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
1. Name and Address of Reporting Person*
MAYFIELD IX

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(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*
MAYFIELD IX MANAGEMENT LLC

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
MAYFIELD ASSOCIATES FUND IV L P

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
HEIDRICH A GRANT III

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
UNGER WILLIAM D

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
AUKEN WENDELL G VAN III

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
FONG KEVIN A

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
MYERS FRANK G JR

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
DALAL YOGEN K

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
Explanation of Responses:
1. The individual Reporting Persons are Managing Directors of Mayfield IX Management, LLC (MFIX Mgmt), the General Partner of Mayfield IX (MF IX) and Mayfield Associates Fund IV (MF AIV). The individual Reporting Persons may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by MF IX and MF AIV, but disclaim such beneficial ownership. The individual Reporting Persons, other than F. Gibson Myers, Jr. and A. Grant Heidrich, III, are also Trustees of The Book Trust (Book Trust), of which those individual Reporting Persons or their family trusts are the trustors and beneficiaries. The Trustees may be deemed to have shared voting and dispositive power over the shares held in Book Trust, but disclaim such beneficial ownership. The Reporting Persons disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein.
2. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of all of such equity securities covered by this statement. Each of the Reporting Persons included in this filing hereby designates Mayfield IX as its designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.
3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by MF IX, MF AIV, and Book Trust on July 13, 2005.
Remarks:
James T. Beck, Attorney-In-Fact for the Reporting Persons 08/30/2005
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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