SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

KELLNER PETER

(Last)

(First)

(Middle)

C/O CRITICAL PATH, INC.

350 THE EMBARCADERO, 6TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

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

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2002

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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			3				12,242,877⁽¹⁾	D
Common Stock			3				12,242,877⁽¹⁾	I	held by Richmond I, LLC⁽²⁾
Common Stock	12/26/2001		P4	55,000	A	$2.55	12,242,877⁽¹⁾	I	held by Richmond I, LLC⁽²⁾
Common Stock	12/27/2001		P4	11,000	A	$2.54	12,242,877⁽¹⁾	I	held by Richmond I, LLC⁽²⁾
Common Stock	12/28/2001		P4	5,000	A	$2.46	12,242,877⁽¹⁾	I	held by Richmond I, LLC⁽²⁾
Common Stock	12/31/2001		P4	5,000	A	$2.41	12,242,877⁽¹⁾	I	held by Richmond I, LLC⁽²⁾
Common Stock	01/03/2001		P4	10,000	A	$2.52	12,242,877⁽¹⁾	I	held by Richmond I, LLC⁽²⁾
Common Stock	01/07/2002		P4	3,000	A	$2.8	12,242,877⁽¹⁾	I	held by Richmond I, LLC⁽²⁾
Common Stock	02/08/2002		P4	5,898	A	$2.27	12,242,877⁽¹⁾	I	held by Richmond I, LLC⁽²⁾
Common Stock	02/11/2002		P4	3,500	A	$2.41	12,242,877⁽¹⁾	I	held by Richmond I, LLC⁽²⁾
Common Stock	02/12/2002		P4	1,000	A	$2.31	12,242,877⁽¹⁾	I	held by Richmond I, LLC⁽²⁾
Common Stock	02/07/2002		P4	40,000	A	$2.31	12,242,877⁽¹⁾	D
Common Stock	02/14/2002		P4	80,000	A	$2.48	12,242,877⁽¹⁾	D
Common Stock	02/27/2002		P4	135,000	A	$2.3	12,242,877⁽¹⁾	D
Common Stock	05/13/2002		P4	200,000	A	$1.49	12,242,877⁽¹⁾	D
Common Stock	05/14/2002		P4	50,000	A	$1.5	12,242,877⁽¹⁾	D
Common Stock	05/15/2002		P4	200,000	A	$1.19	12,242,877⁽¹⁾	D
Common Stock	05/16/2002		P4	170,000	A	$1.27	12,242,877⁽¹⁾	D
Common Stock	05/17/2002		P4	150,000	A	$1.24	12,242,877⁽¹⁾	D
Common Stock	06/03/2002		P4	42,000	A	$1.24	12,242,877⁽¹⁾	D
Common Stock	07/02/2002		P4	100,000	A	$0.81	12,242,877⁽¹⁾	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)	4. Transaction Code (Instr. 8)	(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)
Preferred Stock	$14.19	11/08/2001		4P	581,818		11/08/2001	11/08/2005⁽³⁾	Common Stock	8,258,879	$13.75	581,818	I⁽⁴⁾	by Vectis Group
Warrants	$1.05	11/08/2001		4P	465,000		11/08/2001	11/08/2006	Common Stock	465,000	$1.05	465,000	I⁽⁴⁾	by Vectis Group
Option	$0.98			3			10/30/2001	10/30/2011	Common Stock	150,000		231,300	D
Option	$1.13			3			11/09/2001	11/09/2011	Common Stock	81,300		231,300	D

Explanation of Responses:

1. Represents the number of shares beneficially owned by the Reporting Person as of December 31, 2002, the end of the Issuer's most recent fiscal year, and includes shares held by the Reporting Person personally, and Richmond I, LLC and Vectis Group, LLC, for whom the Reporting Person serves as a Managing Member.

2. The Reporting Person personally holds 2,606,700 shares of Common Stock. In addition, 680,998 shares of Common Stock are held in the name of Richmond I, LLC, a limited liability company over which the Reporting Person has dispositive and sole voting power.

3. There is no expiration date by which the Preferred Stock must be converted into Common Stock of the Issuer. However (i) if, as of any date after November 8, 2005, the average closing price per share of Common Stock of the Issuer for any 60 consecutive trading days equals or exceeds 400% of the Accreted Value, then the Issuer has the right, at its option, to redeem within 30 days, all of the outstanding shares of Preferred Stock for cash at a price per share equal to the Accreted Value plus the sum of all dividends accrued since the previous semi-annual compounding date and all dividends that would have accrued and compounded from the closing date of such optional redemption through and until November 8, 2006.

4. This Form 5 is filed by Peter Kellner (the "Reporting Person"). The Reporting Person is a managing member of Vectis Group, LLC ("Vectis Group"), which itself is the managing member of Vectis CP Holdings, LLC ("Vectis CP") and Vectis-K1, LLC ("Vectis-K1"). Vectis CP holds 491,536 shares of Series D Cumulative Redeemable Convertible Participating Preferred Stock (the "Preferred Stock") of the Issuer. Vectis-K1 holds 90,282 shares of Preferred Stock of the Issuer. Each share of Preferred Stock is convertible as of the date hereof into 14.1959 shares of Common Stock. The shares of Preferred Stock held by Vectis CP and Vectis-K1 represent, on an as converted basis, approximately 8,258,879 shares of Common Stock of the Issuer.

Remarks:

	/s/ Peter Kellner	08/08/2003
	** 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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