-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kr5CPaQCffFMjvXDS/N8EECSHtEKnS5D1JHDdY1wOnHISWYpjWmh6Oxqp99JKSps D8im4BNjRDXUuOCoXT4RXQ== 0000906344-04-000074.txt : 20040213 0000906344-04-000074.hdr.sgml : 20040213 20040213140116 ACCESSION NUMBER: 0000906344-04-000074 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 GROUP MEMBERS: H&Q INTERNAP INVESTMENT MANAGEMENT, LLC GROUP MEMBERS: H&Q INTERNAP INVESTORS, L.P. GROUP MEMBERS: H&Q TI VENTURES MANAGEMENT, LLC GROUP MEMBERS: H&Q TODD VENTURES MANAGEMENT LLC GROUP MEMBERS: SAMUEL D. KINGSLAND GROUP MEMBERS: STANDISH H. O'GRADY GROUP MEMBERS: TI VENTURES, L.P. GROUP MEMBERS: TODD U.S. VENTURES LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNAP NETWORK SERVICES CORP CENTRAL INDEX KEY: 0001056386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 912145721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56941 FILM NUMBER: 04597272 BUSINESS ADDRESS: STREET 1: 601 UNION STREET SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2064418800 MAIL ADDRESS: STREET 1: 250 WILLIAMS STREET STREET 2: SUITE E100 CITY: ATLANTA STATE: GA ZIP: 30303 FORMER COMPANY: FORMER CONFORMED NAME: INTERNAP NETWORK SERVICES CORP/WA DATE OF NAME CHANGE: 19990721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRANITE VENTURES LLC CENTRAL INDEX KEY: 0001106556 IRS NUMBER: 943296215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BUSH STRET 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4155763657 MAIL ADDRESS: STREET 1: ONE BUSH STREET 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: H&Q VENTURE ASSOCIATES LLC DATE OF NAME CHANGE: 20000211 SC 13G/A 1 inter13g.txt AMENDMENT NO. 3 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3) InterNap Network Services Corporation ------------------------------------- (Name of Issuer) Common Stock, $0.001 par value ------------------------------ (Title of Class of Securities) 45885A-10-2 ----------- (CUSIP Number) December 31, 2003 ----------------- (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [x] Rule 13d-1(d) CUSIP No. 45885A-10-2 SCHEDULE 13G Page 2 of 16 1 Name Of Reporting Person TI VENTURES, L.P. IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 2,472,309 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 2,472,309 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,472,309 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 1.1% 12 Type Of Reporting Person PN CUSIP No. 45885A-10-2 SCHEDULE 13G Page 3 of 16 1 Name Of Reporting Person H&Q INTERNAP INVESTORS, L.P. IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 2,472,309 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 2,472,309 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,472,309 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 1.1% 12 Type Of Reporting Person PN CUSIP No. 45885A-10-2 SCHEDULE 13G Page 4 of 16 1 Name Of Reporting Person TODD U.S. VENTURES LLC IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization Texas NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 2,472,309 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 2,472,309 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,472,309 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 1.1% 12 Type Of Reporting Person OO CUSIP No. 45885A-10-2 SCHEDULE 13G Page 5 of 16 1 Name Of Reporting Person H&Q INTERNAP INVESTMENT MANAGEMENT, LLC IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization Delaware NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 2,472,309 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 2,472,309 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,472,309 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 1.1% 12 Type Of Reporting Person OO CUSIP No. 45885A-10-2 SCHEDULE 13G Page 6 of 16 1 Name Of Reporting Person H&Q TI VENTURES MANAGEMENT, LLC IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 2,472,309 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 2,472,309 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,472,309 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 1.1% 12 Type Of Reporting Person OO CUSIP No. 45885A-10-2 SCHEDULE 13G Page 7 of 16 1 Name Of Reporting Person H&Q TODD VENTURES MANAGEMENT LLC IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 2,472,309 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 2,472,309 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,472,309 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 1.1% 12 Type Of Reporting Person OO CUSIP No. 45885A-10-2 SCHEDULE 13G Page 8 of 16 1 Name Of Reporting Person GRANITE VENTURES, LLC IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 2,472,309 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 2,472,309 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,472,309 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 1.1% 12 Type Of Reporting Person OO CUSIP No. 45885A-10-2 SCHEDULE 13G Page 9 of 16 1 Name Of Reporting Person SAMUEL D. KINGSLAND IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization United States NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 2,472,309 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 2,472,309 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,472,309 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 1.1% 12 Type Of Reporting Person IN CUSIP No. 45885A-10-2 SCHEDULE 13G Page 10 of 16 1 Name Of Reporting Person STANDISH H. O'GRADY IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization United States NUMBER OF 5 Sole Voting Power -0- SHARES BENEFICIALLY 6 Shared Voting Power 2,472,309 OWNED BY EACH REPORTING 7 Sole Dispositive Power -0- PERSON WITH 8 Shared Dispositive Power 2,472,309 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,472,309 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 1.1% 12 Type Of Reporting Person IN CUSIP No. 45885A-10-2 SCHEDULE 13G Page 11 of 16 Item 1(a). Name of Issuer. -------------- InterNap Network Services Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. ----------------------------------------------- 250 Williams Street, Atlanta, GA 30303. Item 2(a). Names of Persons Filing. ----------------------- Reference is made to Item 1 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(b). Address of Principal Business Office or, if none, Residence. ----------------------------------------------------------- The address of each reporting person is One Bush Street, San Francisco, California 94104. Item 2(c). Citizenship. Reference is made to Item 4 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities. ---------------------------- Common Stock, $0.001 par value ("Common Stock"). Item 2(e). CUSIP Number. ------------ 45885A-10-2 Item 3. Type of Reporting Person. ------------------------ Not applicable. Item 4. Ownership. --------- Reference is made to Items 5-9 and 11 of each of the cover pages to this Schedule, which Items are incorporated by reference herein. According to information provided by the Issuer, there were 228,751,383 shares of Common Stock issued and outstanding as of December 31, 2003. At December 31, 2003, the reporting persons owned the following shares of Common Stock, shares of Series A Preferred Stock convertible into the following shares of Common Stock, and warrants to acquire the following shares of Common Stock: CUSIP No. 45885A-10-2 SCHEDULE 13G Page 12 of 16 Series A Common Stock Preferred Person Directly Owned Stock Warrants - ------ -------------- --------- -------- TI Ventures, L.P. -0- -0- -0- H&Q InterNap Investors, L.P. -0- -0- -0- Todd U.S. Ventures LLC -0- 1,354,692 338,673 Granite Ventures, LLC 41,290 21,495 3,444 Samuel D. Kingsland 223,770 51,675 8,279 Standish H. O'Grady 240,221 174,396 14,374 TOTAL 505,281 1,602,258 364,770 ======= ========= ======= Because voting and investment decisions concerning the above securities may be made by or in conjunction with the other reporting persons, each of the reporting persons may be deemed a member of a group that shares voting and dispositive power over all of the above securities. Although the reporting persons are reporting such securities as if they were members of a group, the filing of this Schedule shall not be construed as an admission by any reporting person that it is a beneficial owner of any securities other than those directly held by such reporting person. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, members and/or managers of the foregoing entities might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. Item 5. Ownership of Five Percent or Less of a Class. -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [x]. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. --------------------------------------------------------------- Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. ------------------------------------------------------------------ Not applicable. CUSIP No. 45885A-10-2 SCHEDULE 13G Page 13 of 16 Item 8. Identification and Classification of Members of the Group. --------------------------------------------------------- Not applicable. Item 9. Notice of Dissolution of Group. ------------------------------ Not applicable. Item 10. Certification. ------------- Not applicable. CUSIP No. 45885A-10-2 SCHEDULE 13G Page 14 of 16 Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 5, 2004. TI VENTURES, L.P. H&Q TODD VENTURES MANAGEMENT LLC By:------/s/------------- By:-------/s/------------ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q INTERNAP INVESTORS, L.P. GRANITE VENTURES, LLC By:-------/s/------------ By:-------/s/------------ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact TODD U.S. VENTURES LLC SAMUEL D. KINGSLAND By:-------/s/------------ By:-------/s/------------ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q TI VENTURES MANAGEMENT, LLC STANDISH H. O'GRADY By:-------/s/------------ By:-------/s/------------ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q INTERNAP INVESTMENT MANAGEMENT, LLC By:-------/s/------------ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 45885A-10-2 SCHEDULE 13G Page 15 of 16 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 16 CUSIP No. 45885A-10-2 SCHEDULE 13G Page 16 of 16 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule and any subsequent amendment jointly on behalf of each of such parties. DATED: February 5, 2004. TI VENTURES, L.P. H&Q TODD VENTURES MANAGEMENT LLC By:------/s/------------- By:-------/s/------------ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q INTERNAP INVESTORS, L.P. GRANITE VENTURES, LLC By:-------/s/------------ By:-------/s/------------ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact TODD U.S. VENTURES LLC SAMUEL D. KINGSLAND By:-------/s/------------ By:-------/s/------------ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q TI VENTURES MANAGEMENT, LLC STANDISH H. O'GRADY By:-------/s/------------ By:-------/s/------------ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q INTERNAP INVESTMENT MANAGEMENT, LLC By:-------/s/------------ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----