SEC FORM 4

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^*

WASIK VINCENT A

(Last)

(First)

(Middle)

7803 GLENROY ROAD, SUITE 200

(Street)

MINNEAPOLIS

55439

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VELOCITY EXPRESS CORP [ VEXP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2005		C		40,355⁽¹⁾⁽²⁾	A	$18.58⁽¹⁾⁽²⁾	40,355⁽²⁾	D
Common Stock	02/15/2005		C		30,160⁽¹⁾⁽²⁾	A	$9.9⁽¹⁾⁽²⁾	70,515⁽²⁾	D
Common Stock	02/15/2005		C		28,446⁽¹⁾⁽²⁾	A	$6.15⁽¹⁾⁽²⁾	98,961⁽²⁾	D
Common Stock	02/15/2005		C		7,213⁽¹⁾⁽²⁾	A	$30.5⁽¹⁾⁽²⁾	7,213⁽²⁾	I	By MCG Global LLC
Common Stock	02/15/2005		C		19,298⁽¹⁾⁽²⁾	A	$9.9⁽¹⁾⁽²⁾	26,511⁽²⁾	I	By MCG Global LLC
Common Stock	02/15/2005		C		118,588⁽¹⁾⁽²⁾	A	$5.06⁽¹⁾⁽²⁾	145,588⁽²⁾	I	By MCG Global LLC
Common Stock	02/15/2005		C		16,254⁽¹⁾⁽²⁾	A	$6.15⁽¹⁾⁽²⁾	161,353⁽²⁾	I	By MCG Global LLC
Common Stock Restricted								180⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series F Convertible Preferred Stock	$18.58⁽²⁾	02/15/2005		C			68,181	09/05/2001	⁽³⁾	Common Stock	40,355⁽²⁾	$0	0	D
Series G Convertible Preferred Stock	$30.5⁽²⁾	02/15/2005		C			293,333	09/18/2003	⁽³⁾	Common Stock	7,213⁽²⁾	$0	0	I	By MCG Global LLC
Series H Convertible Preferred Stock	$9.9⁽²⁾	02/15/2005		C			29,850	09/18/2003	⁽³⁾	Common Stock	30,160⁽²⁾	$0	0	D
Series H Convertible Preferred Stock	$9.9⁽²⁾	02/15/2005		C			19,100	09/18/2003	⁽³⁾	Common Stock	19,298⁽²⁾	$0	0	I	By MCG Global LLC
Series I Convertible Preferred Stock	$5.06⁽²⁾	02/15/2005		C			400,000	02/15/2005	⁽³⁾	Common Stock	118,588⁽²⁾	$0	0	I	By MCG Global LLC
Series J Convertible Preferred Stock	$6.15⁽²⁾	02/15/2005		C			116,666	02/15/2005	⁽³⁾	Common Stock	28,446⁽²⁾	$0	0	D
Series J Convertible Preferred Stock	$6.15⁽²⁾	02/15/2005		C			66,666	02/15/2005	⁽³⁾	Common Stock	16,254⁽²⁾	$0	0	I	By MCG Global LLC
Series M Convertible Preferred Stock	$3.685⁽²⁾	02/15/2005		A		1,266		02/15/2005	⁽³⁾	Common Stock	136,951⁽²⁾	$0	136,951	D
Warrant to Purchase Common Stock	$180⁽²⁾							09/05/2001	07/16/2006	Common Stock	469⁽²⁾		469	D
Warrant to Purchase Common Stock	$0.05⁽²⁾							09/18/2003	10/08/2007	Common Stock	2,985⁽²⁾		2,985	D
Warrant to Purchase Common Stock	$0.05⁽²⁾							09/18/2003	05/01/2008	Common Stock	4,478⁽²⁾		4,478	D
Warrant to Purchase Common Stock	$0.05⁽²⁾							09/18/2003	02/03/2008	Common Stock	1,910⁽²⁾		1,910	I	By MCG Global LLC
Warrant to Purchase Common Stock	$0.05⁽²⁾							09/18/2003	05/01/2008	Common Stock	2,865⁽²⁾		2,865	I	By MCG Global LLC
Option to Purchase Common Stock	$155⁽²⁾							08/28/2001	08/28/2006	Common Stock	30⁽²⁾		30	D
Option to Purchase Common Stock	$477.5⁽²⁾							02/21/2002	02/21/2007	Common Stock	220⁽²⁾		220	D

Explanation of Responses:

1. These shares of Preferred Stock were converted on February 15, 2005, at their respective conversion price per share, resulting in the acquisition of the shares of common stock.

2. Number of securities and exercise or conversion price have been adjusted to reflect a one-for-fifty reverse stock split effective on February 15, 2005.

3. None.

	Wesley C. Fredenburg, Attorney-in-Fact	02/17/2005
	** 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).
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