-----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, ATB6Gz0iDEpZFJaxAwU/r/ljf7Wyk5YxQKLKZ0y3lWOk+c221rYDPZSuqtdlCkeO CkkHLirtqo7NLAay9io/fA== 0001047469-99-005364.txt : 19990215 0001047469-99-005364.hdr.sgml : 19990215 ACCESSION NUMBER: 0001047469-99-005364 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL RIVER INC /DE CENTRAL INDEX KEY: 0001062530 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 411901640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-55021 FILM NUMBER: 99535678 BUSINESS ADDRESS: STREET 1: 5198 WEST 76TH ST CITY: EDINA STATE: MN ZIP: 55439 BUSINESS PHONE: 6122631234 MAIL ADDRESS: STREET 1: 5198 WEST 76TH ST CITY: EDINA STATE: MN ZIP: 55439 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHARPLES CHRISTOPHER J CENTRAL INDEX KEY: 0001079347 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O GNILTD STREET 2: 25 DOWNGATE HILL CITY: LONDON EC4R 2GN BUSINESS PHONE: 6508435509 MAIL ADDRESS: STREET 1: C/O GNI LTD STREET 2: 25 DOWNGATE HILL CITY: LONDON ENGLAND SC 13G 1 SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response . . . 14.90 ------------------------------- SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ______)* Digital River, Inc. ------------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------------ (Title of Class of Securities) 25388B 10 4 ------------------------------------------------ (CUSIP Number) December 31, 1998 ------------------------------------------------ (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) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. Page 1 of 5 pages CUSIP NO. 25388B 10 4 13G Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) CHRISTOPHER J. SHARPLES - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED KINGDOM - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 100,000(1) BENEFICIALLY ------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 1,070,178(2) REPORTING ------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH: 100,000(1) ------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,070,178(2) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,170,178 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0 - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- - ------------- (1) Includes 100,000 shares the reporting person has the right to acquire pursuant to a warrant exercisable within 60 days of December 31, 1998. (2) Includes 535,000, 10,843 and 524,335 shares registered in the name of Latour Trustees (Jersey) Limited, Latour Trustees (Jersey) Limited and Mark Henry Murray as Trustees of the Murray 1987 Settlement and Willbro Nominees Limited, respectively. The reporting person is deemed to have beneficial ownership of such shares. Of the 535,000 shares of Common Stock registered in the name of Latour Trustees (Jersey) Limited, 35,000 of such shares are held by the reporting person's wife. Of the 524,335 shares of Common Stock registered in the name of Willbro Nominees Limited, 3,002 of such shares are held by the reporting person's children. Page 2 of 5 pages SCHEDULE 13G ITEM 1. (a) Name of Issuer Digital River, Inc. (b) Address of Issuer's Principal Executive Offices 9625 W. 76th Street Suite 150 Eden Prairie, MN 55344 ITEM 2. (a) Name of Person Filing Christopher J. Sharples (b) Address of Principal Business Office or, if none, Residence GNI Ltd. 25 Dowgate Hill London EC4R 2GN United Kingdom (c) Citizenship United Kingdom (d) Title of Class of Securities Common Stock (e) CUSIP Number 25388B 10 4 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not Applicable ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Item 1. (a) Amount Beneficially Owned: The reporting person beneficially owns an aggregate of 1,170,178 shares. Includes 535,000, 10,843 and 524,335 shares registered in the name of Latour Trustees (Jersey) Limited, Latour Trustees (Jersey) Limited and Mark Henry Murray as Trustees of the Murray 1987 Settlement and Willbro Nominees Limited, respectively. The reporting person is deemed to have beneficial ownership of such shares. Of the 535,000 shares of Common Stock registered in the name of Latour Trustees (Jersey) Limited, 35,000 of such shares are held by the reporting person's wife. Of the 524,335 shares of Common Stock registered in the name of Willbro Nominees Limited, 3,002 of such shares are held by the reporting person's children. Also, the reporting person has the right to acquire 100,000 shares pursuant to a warrant exercisable within 60 days of December 31, 1998. Page 3 of 5 pages (b) Percent of Class: 6.0 (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 100,000(1) (ii) Shared power to vote or to direct the vote: 1,070,178(2) (iii) Sole power to dispose or to direct the disposition of: 100,000(1) (iv) Shared power to dispose or to direct the disposition of: 1,070,178(2) ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable 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 ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF A GROUP Not Applicable ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ------------ (1) Includes 100,000 shares the reporting person has the right to acquire pursuant to a warrant exercisable within 60 days of December 31, 1998. (2) Includes 535,000, 10,843 and 524,335 shares registered in the name of Latour Trustees (Jersey) Limited, Latour Trustees (Jersey) Limited and Mark Henry Murray as Trustees of the Murray 1987 Settlement and Willbro Nominees Limited, respectively. The reporting person is deemed to have beneficial ownership of such shares. Of the 535,000 shares of Common Stock registered in the name of Latour Trustees (Jersey) Limited, 35,000 of such shares are held by the reporting person's wife. Of the 524,335 shares of Common Stock registered in the name of Willbro Nominees Limited, 3,002 of such shares are held by the reporting person's children. Page 4 of 5 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 11, 1999 -------------------------------------------------- Date /s/ Christopher J. Sharples -------------------------------------------------- Signature Christopher J. Sharples -------------------------------------------------- Name/Title Page 5 of 5 pages -----END PRIVACY-ENHANCED MESSAGE-----