SEC FORM 3

SEC Form 3

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^*

KELLNER PETER

(Last)

(First)

(Middle)

C/O RICHMOND MANAGEMENT, LLC

645 MADISON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2004

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

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

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

5. 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 Beneficially Owned
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, par value $0.001 per share	576,203	D
Common Stock, par value $0.001 per share	696,056	I⁽¹⁾	By Richmond I, LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series E Preferred Stock	07/16/2004⁽²⁾	07/09/2008⁽²⁾	Common Stock	1,114,866	$1.5⁽³⁾	I⁽¹⁾	By Richmond III, LLC

Explanation of Responses:

1. This Form 3 is filed by Peter Kellner (the "Reporting Person"). The Reporting Person has voting and dispositive power over the shares owned by Richmond I, LLC and Richmond III, LLC. Richmond I, LLC holds 696,056 shares of Common Stock of the issuer. Richmond III, LLC holds 1,114,866 shares of Series E Convertible Preferred Stock ("Preferred Stock") of the issuer.

2. There is no expiration date by which Preferred Stock must convert into Common Stock. If at any date after July 9, 2007 the average closing price per share of Common Stock for any 60 consecutive trading days is not less than 400% of the Series E Accreted Value, then the issuer has the option to redeem within 30 days all outstanding Preferred Stock for cash at a price per share equal to the Series E Accreted Value plus all dividends accrued since the previous semi-annual compounding date. On July 9, 2008, all Preferred Stock must automatically be redeemed for cash at a price per share equal to the Series E Accreted Value plus all dividends accrued since the previous semi-annual compounding date.

3. The shares of Preferred Stock are convertible into the number shares of Common Stock of the issuer equal to the product of the number of shares of Preferred Stock being converted multiplied by the quotient of (i) the Series E Accreted Value divided by (ii) $1.50 (subject to anti-dilution adjustments). Series E Accreted Value means, with respect to each share of Preferred Stock, the sum of $1.50 plus all dividends that have accrued and compounded semi-annually.

	/s/ Peter B. Kellner	12/11/2006
	** 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.
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