Amendment No. 4 to Schedule 13G

-----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, A/hqJRdSPKDe97ZrjKWwNtgbhi/D9TuckYe0I1e9S3Je85e3BIVEvww6P4orbVqp KKLNr1h2p4uALB22Oykw2g== 0001193125-06-029025.txt : 20060213 0001193125-06-029025.hdr.sgml : 20060213 20060213165623 ACCESSION NUMBER: 0001193125-06-029025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: A. GRANT HEIDRICH, III GROUP MEMBERS: ALLEN L. MORGAN GROUP MEMBERS: F. GIBSON MYERS, JR. GROUP MEMBERS: KEVIN A. FONG GROUP MEMBERS: MAYFIELD ASSOCIATES FUND IV, L.P. GROUP MEMBERS: MAYFIELD IX MANAGEMENT L.L.C. GROUP MEMBERS: WENDELL G. VAN AUKEN, III GROUP MEMBERS: WILLIAM D. UNGER GROUP MEMBERS: YOGEN K. DALAL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARSITY GROUP INC CENTRAL INDEX KEY: 0001069502 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 541876848 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60967 FILM NUMBER: 06604448 BUSINESS ADDRESS: STREET 1: 1850 M STREET NW STREET 2: SUITE 1150 CITY: WASHINGTON STATE: DC ZIP: 20036 MAIL ADDRESS: STREET 1: 1850 M STREET NW STREET 2: SUITE 1150 CITY: WASHINGTON STATE: DC ZIP: 20036 FORMER COMPANY: FORMER CONFORMED NAME: VARSITYBOOKS COM INC DATE OF NAME CHANGE: 19990921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAYFIELD IX CENTRAL INDEX KEY: 0001041602 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 8508545560 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 4 TO SCHEDULE 13G Amendment No. 4 to Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(Amendment No. 4)¹

Varsity Group Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

922281100

(CUSIP Number)

December 31, 2005

(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)

¹	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).


	13G
CUSIP No. 922281100		Page 2 of 17 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield IX, L.P., a Delaware limited partnership
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power -0-
		6. Shared Voting Power 1,651,358
		7. Sole Dispositive Power -0-
		8. Shared Dispositive Power 1,651,358


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,651,358
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 9.7%
12.		Type of Reporting Person PN


	13G
CUSIP No. 922281100		Page 3 of 17 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield IX Management, L.L.C., a Delaware limited liability company
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power -0-
		6. Shared Voting Power 1,738,352
		7. Sole Dispositive Power -0-
		8. Shared Dispositive Power 1,738,352


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,738,352
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 10.2%
12.		Type of Reporting Person OO


	13G
CUSIP No. 922281100		Page 4 of 17 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only). Mayfield Associates Fund IV, L.P., a Delaware limited partnership
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power -0-
		6. Shared Voting Power 86,994
		7. Sole Dispositive Power -0-
		8. Shared Dispositive Power 86,994


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 86,994
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 0.5%
12.		Type of Reporting Person PN


	13G
CUSIP No. 922281100		Page 5 of 17 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Yogen K. Dalal
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power -0-
		6. Shared Voting Power 1,959,301
		7. Sole Dispositive Power -0-
		8. Shared Dispositive Power 1,959,301


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,959,301
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 11.5%
12.		Type of Reporting Person IN


	13G
CUSIP No. 922281100		Page 6 of 17 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) F. Gibson Myers, Jr.
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power -0-
		6. Shared Voting Power 1,959,301
		7. Sole Dispositive Power -0-
		8. Shared Dispositive Power 1,959,301


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,959,301
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 11.5%
12.		Type of Reporting Person IN


	13G
CUSIP No. 922281100		Page 7 of 17 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Kevin A. Fong
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power -0-
		6. Shared Voting Power 1,959,301
		7. Sole Dispositive Power -0-
		8. Shared Dispositive Power 1,959,301


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,959,301
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 11.5%
12.		Type of Reporting Person IN


	13G
CUSIP No. 922281100		Page 8 of 17 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) William D. Unger
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power -0-
		6. Shared Voting Power 1,959,301
		7. Sole Dispositive Power -0-
		8. Shared Dispositive Power 1,959,301


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,959,301
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 11.5%
12.		Type of Reporting Person IN


	13G
CUSIP No. 922281100		Page 9 of 17 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Wendell G. Van Auken, III
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power -0-
		6. Shared Voting Power 1,959,301
		7. Sole Dispositive Power -0-
		8. Shared Dispositive Power 1,959,301


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,959,301
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 11.5%
12.		Type of Reporting Person IN


	13G
CUSIP No. 922281100		Page 10 of 17 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) A. Grant Heidrich, III
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power -0-
		6. Shared Voting Power 1,959,301
		7. Sole Dispositive Power -0-
		8. Shared Dispositive Power 1,959,301


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,959,301
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 11.5%
12.		Type of Reporting Person IN


	13G
CUSIP No. 922281100		Page 11 of 17 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Allen L. Morgan
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power 408,170 (includes options to purchase 167,500 shares exercisable within 60 days of the date hereof.)
		6. Shared Voting Power -0-
		7. Sole Dispositive Power 408,170 (includes options to purchase 167,500 shares exercisable within 60 days of the date hereof.)
		8. Shared Dispositive Power -0-


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 408,170 (includes options to purchase 167,500 shares exercisable within 60 days of the date hereof.)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Excludes options representing 62,500 shares which will vest at the rate of 4,167 shares per month beginning April 24, 2005.¹	x
11.	Percent of Class Represented by Amount in Row (9) 2.4%
12.	Type of Reporting Person IN

¹	Mr. Morgan is a nonmanaging member of Mayfield IX Management, and he disclaims beneficial ownership of shares held directly by Mayfield IX and Mayfield Associates Fund IV.

Item 1.

(a)

Name of Issuer:

Varsity Group Inc.

(b)

Address of Issuer’s Principal Executive Offices:

1850 “M” Street, Suite 1150

Washington, DC 20036

Item 2.

(a)

Name of Persons Filing:

Mayfield IX, L.P.

Mayfield IX Management, L.L.C.

Mayfield Associates Fund IV, L.P.

Yogen K. Dalal

F. Gibson Myers, Jr.

Kevin A. Fong

William D. Unger

Wendell G. Van Auken, III

A. Grant Heidrich, III

Allen L. Morgan

(b)

Address of Principal Business Office:

c/o Mayfield Fund

2800 Sand Hill Road, Suite 250

Menlo Park, CA 94025

(c)

Citizenship:

Mayfield IX, L.P. and Mayfield Associates Fund IV, L.P. are Delaware limited partnerships.

Mayfield IX Management, L.L.C. is a Delaware limited liability company.

The individuals listed in Item 2(a) are U.S. citizens.

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

922281100

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4.

Ownership.

The information regarding ownership as set forth in Items 5-9 of Pages 2-11 hereto, is hereby incorporated by reference.

For a summary of total ownership by all Reporting Persons, see Exhibit 3 hereto.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

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 or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

SIGNATURES

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.

Date: February 10, 2006


MAYFIELD IX
A Delaware Limited Partnership

By:		Mayfield IX Management, L.L.C. Its General Partner

By:		/s/ JAMES T. BECK
		James T. Beck, Authorized Signatory

MAYFIELD IX MANAGEMENT, L.L.C., a Delaware Limited Liability Company

By:		/s/ JAMES T. BECK
		James T. Beck, Authorized Signatory

MAYFIELD ASSOCIATES FUND IV, L.P. A Delaware Limited Partnership

By:		Mayfield IX Management, L.L.C. Its General Partner

By:		/s/ JAMES T. BECK
		James T. Beck, Authorized Signatory

YOGEN K. DALAL

By:		/s/ JAMES T. BECK
		James T. Beck, Attorney In Fact

F. GIBSON MYERS, JR.

By:		/s/ JAMES T. BECK
		James T. Beck, Attorney In Fact

KEVIN A. FONG

By:		/s/ JAMES T. BECK
		James T. Beck, Attorney In Fact


WILLIAM D. UNGER

By:		/s/ JAMES T. BECK
		James T. Beck, Attorney In Fact

WENDELL G. VAN AUKEN, III

By:		/s/ JAMES T. BECK
		James T. Beck, Attorney In Fact

A. GRANT HEIDRICH, III

By:		/s/ JAMES T. BECK
		James T. Beck, Attorney In Fact

ALLEN L. MORGAN

By:		/s/ JAMES T. BECK
		James T. Beck, Attorney In Fact

EXHIBIT INDEX



Exhibit 1 -		“JOINT FILING AGREEMENT” is hereby incorporated by reference to Exhibit 1 to the Statement on Schedule 13G dated February 13, 2001.

Exhibit 2 -		“POWERS OF ATTORNEY” is hereby incorporated by reference to Exhibit 2 to the Statement on Schedule 13G dated February 13, 2001.

Exhibit 3 -		OWNERSHIP SUMMARY

EX-99.3 2 dex993.htm OWNERSHIP SUMMARY Ownership Summary

EXHIBIT 3


Name of Reporting Person	Number of Shares (Direct) (5)		Number of Shares (Indirect)		Percent of Class Beneficially Owned (1)
Mayfield IX, L.P. a Delaware Limited Partnership	1,651,358	(2)	-0-		9.7	%
Mayfield IX Management, L.L.C.	-0-		1,738,352	(2)(3)	10.2	%
Mayfield Associates Fund IV, L.P., a Delaware Limited Partnership	86,994	(3)	-0-		0.5	%
Yogen K. Dalal	-0-		1,959,301	(4)(6)	11.5	%
F. Gibson Myers, Jr.	-0-		1,959,301	(4)(6)	11.5	%
Kevin A. Fong	-0-		1,959,301	(4)(6)	11.5	%
William D. Unger	-0-		1,959,301	(4)(6)	11.5	%
Wendell G. Van Auken, III	-0-		1,959,301	(4)(6)	11.5	%
A. Grant Heidrich, III	-0-		1,959,301	(4)(6)	11.5	%
Allen L. Morgan	408,170	(7)	-0-		2.4	%(7)
Book Trust	220,949				1.3	%

(1)

The respective percentages set forth in this column were obtained by dividing the number of shares by the aggregate number of shares outstanding as reported in the Issuer’s Form 10-Q for the period ended September 30, 2005 (“outstanding shares”). The percentages for Mr. Morgan and the total are calculated by dividing the number of shares (including 167,500 options that will become vested within 60 days after the date hereof) divided by the number of outstanding shares plus 167,500.

(2)	Represents shares held directly by Mayfield IX, L.P. of which Mayfield IX Management, L.L.C. is the sole General Partner.

(3)	Represents shares held directly by Mayfield Associates Fund IV, L.P. of which Mayfield IX Management, L.L.C. is the sole General Partner.

(4)

Includes shares held directly by Mayfield IX, L.P. and Mayfield Associates Fund IV, L.P. The individual Reporting Persons listed, other than Mr. Morgan, are Managing Directors of Mayfield IX Management, L.L.C., which is the sole general partner of each of Mayfield IX, L.P. and Mayfield Associates Fund IV, L.P. Mr. Morgan is a nonmanaging member of Mayfield IX Management, L.L.C. and he disclaims beneficial ownership of shares held directly by Mayfield IX, L.P. and Mayfield Associates Fund IV, L.P. The individual Reporting Persons, other than Mr. Morgan, may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by Mayfield IX, L.P. and Mayfield Associates Fund IV, L.P., but disclaim such beneficial ownership.

(5)	Each individual Reporting Person expressly disclaims that he or she is the beneficial owner of any shares which are held by any other individual Reporting Person in his or her individual capacity.

(6)

Includes 220,949 shares held in Book Trust, a trust for which the individual Reporting Persons, other than Mr. Morgan, serve as trustees, and of which the individual Reporting Persons, other than Mr. Morgan, or their family trusts, are trustors and beneficiaries. The individual Reporting Persons, other than Mr. Morgan, may be deemed to have shared voting and dispositive power over the shares held in Book Trust, but disclaim such beneficial ownership.

(7)	Mr. Morgan holds director options to purchase an aggregate of 230,000 shares, of which 167,500 will be exercisable within 60 days of the date hereof, and of which the remaining options to purchase 62,500 shares will vest at the rate of 4,167 shares per month beginning April 24, 2006.

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