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^*

TINSLEY TOM C

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY LLC

3 PICKWICK PLAZA

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CRITICAL PATH INC [ CPTH.OB ]

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)
03/14/2008

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	03/14/2008		C⁽¹⁾		15,103,308	A	⁽¹⁾	15,103,308	I	See Footnote⁽³⁾
Common Stock	04/29/2008		C⁽²⁾		13,449,235	A	⁽²⁾	28,552,543	I	See Footnote⁽³⁾
Common Stock	04/29/2008		C⁽²⁾		7,337,292	A	⁽²⁾	35,889,835	I	See Footnote⁽³⁾
Common Stock	04/29/2008		J⁽⁵⁾		104,456,020	A	⁽⁵⁾	140,345,855	I	See Footnote⁽³⁾
Common Stock	04/29/2008		P⁽⁷⁾		18,218,848	A	⁽⁷⁾	158,564,703	I	See Footnote⁽³⁾
Common Stock	03/14/2008		C⁽¹⁾		1,148,998	A	⁽¹⁾	159,713,701	I	See Footnote⁽⁴⁾
Common Stock	04/29/2008		C⁽²⁾		1,023,158	A	⁽²⁾	160,736,859	I	See Footnote⁽⁴⁾
Common Stock	04/29/2008		C⁽²⁾		511,904	A	⁽²⁾	161,248,763	I	See Footnote⁽⁴⁾
Common Stock	04/29/2008		J⁽⁶⁾		8,092,571	A	⁽⁶⁾	169,341,334	I	See Footnote⁽⁴⁾
Common Stock	04/29/2008		P⁽⁸⁾		1,534,395	A	⁽⁸⁾	170,875,729	I	See Footnote⁽⁴⁾
Common Stock	03/14/2008		C⁽¹⁾		2,131,617	A	⁽¹⁾	173,007,346	I	See Footnote⁽⁹⁾
Common Stock	04/29/2008		C⁽²⁾		1,898,172	A	⁽²⁾	174,905,518	I	See Footnote⁽⁹⁾
Common Stock	04/29/2008		C⁽²⁾		938,491	A	⁽²⁾	175,844,009	I	See Footnote⁽⁹⁾
Common Stock	04/29/2008		J⁽¹⁰⁾		13,199,328	A	⁽¹⁰⁾	189,043,337	I	See Footnote⁽⁹⁾
Common Stock	04/29/2008		P⁽¹¹⁾		2,461,219	A	⁽¹¹⁾	191,504,556	I	See Footnote⁽⁹⁾

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 D Preferred Stock	⁽¹⁾	03/14/2008		C⁽¹⁾			1,112,744	⁽¹⁾	⁽¹⁾	Common Stock	15,103,308	⁽¹⁾	978,474	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽²⁾	04/29/2008		C⁽²⁾			978,474	⁽²⁾	⁽²⁾	Common Stock	13,449,235	⁽²⁾	0	I	See Footnote⁽³⁾
Series E Preferred Stock	⁽²⁾	04/29/2008		C⁽²⁾			86	⁽²⁾	⁽²⁾	Common Stock	7,337,292	⁽²⁾	0	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	03/14/2008		C⁽¹⁾			84,653	⁽¹⁾	⁽¹⁾	Common Stock	1,148,998	⁽¹⁾	74,438	I	See Footnote⁽⁴⁾
Series D Preferred Stock	⁽²⁾	04/29/2008		C⁽²⁾			74,438	⁽²⁾	⁽²⁾	Common Stock	1,023,158	⁽²⁾	0	I	See Footnote⁽⁴⁾
Series E Preferred Stock	⁽²⁾	04/29/2008		C⁽²⁾			6	⁽²⁾	⁽²⁾	Common Stock	511,904	⁽²⁾	0	I	See Footnote⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	03/14/2008		C⁽¹⁾			157,048	⁽¹⁾	⁽¹⁾	Common Stock	2,131,617	⁽¹⁾	138,098	I	See Footnote⁽⁹⁾
Series D Preferred Stock	⁽²⁾	04/29/2008		C⁽²⁾			138,098	⁽²⁾	⁽²⁾	Common Stock	1,898,172	⁽²⁾	0	I	See Footnote⁽⁹⁾
Series E Preferred Stock	⁽²⁾	04/29/2008		C⁽²⁾			11	⁽²⁾	⁽²⁾	Common Stock	938,491	⁽²⁾	0	I	See Footnote⁽⁹⁾

Explanation of Responses:

1. Shares of Series D Cumulative Redeemable Convertible Preferred Stock ("Series D Preferred Stock") of Critical Path, Inc. (the "Company") were converted into shares of common stock of the Company ("Common Stock") on March 14, 2008.

2. The remaining shares of Series D Preferred Stock and shares of Series E Redeemable Convertible Preferred Stock (the "Series E Preferred Stock") were converted into shares of Common Stock on April 29, 2008, immediately after the consummation of the Reverse Stock Split (as defined below). Immediately after the consummation on April 29, 2008 of the merger (the "Merger") of CP Merger Co. with and into the Company, with the Company continuing as the surviving corporation, the Company consummated a 70,000-to-1 reverse split of its outstanding shares of Series E Preferred Stock (the "Reverse Stock Split"). Fractional shares of Series E Preferred Stock resulting from the Reverse Stock Split were cashed out.

3. By General Atlantic Partners 74, L.P. ("GAP 74"). See footnote 9.

4. By GapStar, LLC ("GapStar"). See footnote 9.

5. In connection with the Merger, GAP 74 received shares of Common Stock in exchange for the cancellation of the 13.9% Senior Notes of the Company in the principal amount of $6,841,995.29, plus accrued and unpaid interest thereon.

6. In connection with the Merger, GapStar received shares of Common Stock in exchange for the cancellation of its 13.9% Senior Notes of the Company in the principal amount of $530,073.19, plus accrued and unpaid interest thereon, held by GapStar.

7. In connection with the Merger, GAP 74 contributed $1,858,322 to fund a part of the cash merger consideration and received shares of Common Stock in consideration therefor.

8. In connection with the Merger, GapStar contributed $156,508 to fund a part of the cash merger consideration and received shares of Common Stock in consideration therefor.

9. By GAP Coinvestment Partners II, L.P. ("GAPCO II"). General Atlantic LLC ("GA LLC") is the general partner of GAP 74 and the sole member of GapStar. The general partners of GAPCO II are also Managing Directors of GA LLC. Mr. Tinsley is a Managing Director of GA LLC and a general partner of GAPCO II, and disclaims beneficial ownership of all of the reported securities except to the extent of his pecuniary interest therein.

10. In connection with the Merger, GAPCO II received shares of Common Stock in exchange for the cancellation of the 13.9% Senior Notes of the Company in the amount of $864,571.92, plus accrued and unpaid interest thereon, held by GAPCO II.

11. In connection with the Merger, GAPCO II contributed $251,044 to fund a part of the cash merger consideration and received shares of Common Stock in consideration thereon.

	/s/ Tom C. Tinsley	05/01/2008
	** Signature of Reporting Person	Date
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