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^*

Dew Donald

(Last)

(First)

(Middle)

C/O CRITICAL PATH, INC.

2 HARRISON STREET - 2ND FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2006

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CTO and EVP, Prod Mktg

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	10,354⁽¹⁾	D
Common Stock	2,642	I	By Trustee of RRSP

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)
Employee Stock Option (right-to-buy)	03/08/2001⁽²⁾	04/14/2010	Common Stock	12,500	$172	D
Employee Stock Option (right-to-buy)	⁽³⁾	08/03/2010	Common Stock	7,500	$202	D
Employee Stock Option (right-to-buy)	⁽⁴⁾	05/23/2011	Common Stock	25,000	$4.36	D
Employee Stock Option (right-to-buy)	⁽³⁾	07/30/2012	Common Stock	18,750	$3.52	D
Employee Stock Option (right-to-buy)	⁽³⁾	11/08/2011	Common Stock	6,250	$4.52	D
Em[ployee Stock Option (right-to-buy)	⁽³⁾	04/23/2013	Common Stock	37,500	$3.12	D
Employee Stock Option (right-to-buy)	⁽⁴⁾	11/05/2014	Common Stock	5,000	$0.65	D
Restricted Stock Units	⁽⁵⁾	11/05/2014	Common Stock	4,234	$0.00	D

Explanation of Responses:

1. Includes 2,311 shares purchased under the Issuer's Employee Stock Purchase Plan and 2,326 net shares issued upon partial vesting of the grant of Restricted Stock Units under the Issuers 1998 Stock Plan.

2. First vesting on date exercisable, and then monthly over 4 years.

3. Vests monthly over 4 years.

4. Vests monthly over 2 years.

5. These Restricted Stock Units vest in installments of 25% each 6 months over 2 years from the date of grant.

Remarks:

	Michael Zukerman, Attorney-in-fact	02/13/2006
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.