SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

WESTON PRESIDIO CAPITAL III L P

(Last)

(First)

(Middle)

Pier 1, Bay 2

(Street)

San Francisco

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REDENVELOPE INC [ REDE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 Following Reported Transaction(s) (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)	Code	V	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	09/30/2003		C		435,225	A	⁽¹⁾	435,225	D⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	09/30/2003		C		21,618	A	⁽¹⁾	21,618	D⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	09/30/2003		C		2,878	A	⁽¹⁾	2,878	D⁽¹⁰⁾

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)	Code	V	(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)
Series D Preferred Stock	$0⁽¹¹⁾	09/30/2003		C			150,861	⁽¹²⁾	⁽¹³⁾	Common Stock	271,290	⁽¹⁾	0	D⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series E Preferred Stock	$0⁽¹⁴⁾	09/30/2003		C			49,586	⁽¹²⁾	⁽¹³⁾	Common Stock	63,071	⁽¹⁾	0	D⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series F Preferred Stock	$0⁽¹⁵⁾	09/30/2003		C			102,033	⁽¹²⁾	⁽¹³⁾	Common Stock	100,864	⁽¹⁾	0	D⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	$0⁽¹¹⁾	09/30/2003		C			7,509	⁽¹²⁾	⁽¹³⁾	Common Stock	13,503	⁽¹⁾	0	D⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Series E Preferred Stock	$0⁽¹⁴⁾	09/30/2003		C			2,468	⁽¹²⁾	⁽¹³⁾	Common Stock	3,139	⁽¹⁾	0	D⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Series F Preferred Stock	$0⁽¹⁵⁾	09/30/2003		C			5,034	⁽¹²⁾	⁽¹³⁾	Common Stock	4,976	⁽¹⁾	0	D⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Series C Preferred Stock	$0⁽¹⁶⁾	09/30/2003		C			1,319	⁽¹²⁾	⁽¹³⁾	Common Stock	2,086	⁽¹⁾	0	D⁽¹⁰⁾
Series F Preferred Stock	$0⁽¹⁵⁾	09/30/2003		C			802	⁽¹²⁾	⁽¹³⁾	Common Stock	792	⁽¹⁾	0	D⁽¹⁰⁾

1. Name and Address of Reporting Person^*

WESTON PRESIDIO CAPITAL III L P

(Last)

(First)

(Middle)

Pier 1, Bay 2

(Street)

San Francisco

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LAZARUS MICHAEL P

(Last)

(First)

(Middle)

Pier 1, Bay 2

(Street)

San Francisco

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WPC ENTREPRENEUR FUND L P

(Last)

(First)

(Middle)

Pier 1, Bay 2

(Street)

San Francisco

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WESTON PRESIDIO CAPITAL MANAGEMENT III LLC

(Last)

(First)

(Middle)

Pier 1, Bay 2

(Street)

San Francisco

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CRONIN MICHAEL F

(Last)

(First)

(Middle)

PIER 1, BAY 2

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Per SEC instruction, column left blank.

2. The amounts shown represent the direct beneficial ownership of the Issuer's securities by Weston Presidio Capital III, L.P.

3. Weston Presidio Capital Management III, LLC is the sole general partner of Weston Presidio Capital III, L.P. and as such has an indirect interest in the shares held by Weston Presidio Capital III, L.P. Weston Presidio Capital Management III, LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables.

4. Michael P. Lazarus is a managing member of Weston Presidio Capital Management III, LLC, the sole general partner of Weston Presidio Capital III, L.P. and as such has an indirect interest in the shares held by Weston Presidio Capital III, L.P. Michael P. Lazarus disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables.

5. Michael F. Cronin is a managing member of Weston Presidio Capital Management III, LLC, the sole general partner of Weston Presidio Capital III, L.P. and as such has an indirect interest in the shares held by Weston Presidio Capital III, L.P. Michael F. Cronin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables.

6. The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by WPC Entrepreneur Fund, L.P.

7. Weston Presidio Capital Management III, LLC is the sole general partner of WPC Entrepreneur Fund, L.P. and as such has an indirect interest in the shares held by WPC Entrepreneur Fund, L.P. Weston Presidio Capital Management III, LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables.

8. Michael P. Lazarus is a managing member of Weston Presidio Capital Management III, LLC, the sole general partner of WPC Entrepreneur Fund, L.P. and as such has an indirect interest in the shares held by WPC Entrepreneur Fund, L.P. Michael P. Lazarus disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables.

9. Michael F. Cronin is a managing member of Weston Presidio Capital Management III, LLC, the sole general partner of WPC Entrepreneur Fund, L.P. and as such has an indirect interest in the shares held by WPC Entrepreneur Fund, L.P. Michael F. Cronin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables.

10. The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by Michael P. Lazarus.

11. 1 share of Series D Preferred Stock is convertible into 1.79828 shares of the Issuer's Common Stock.

12. Immediately exercisable.

13. Not applicable.

14. 1 share of Series E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock.

15. 1 share of Series F Preferred Stock is convertible into 0.98855 shares of the Issuer's Common Stock.

16. 1 share of Series C Preferred Stock is convertible into 1.58158 shares of the Issuer's Common Stock.

Remarks:

	Weston Presidio Capital III, L.P. By: Weston Presidio Capital Management III, LLC /s/ Therese A. Mrozek Chief Operating Officer	09/30/2003
	Michael P. Lazarus	09/12/2003
	WPC Entrpreneur Fund, L.P.	09/16/2003
	Weston Presidio Capital Management III, LLC	09/12/2003
	Michael F. Cronin	09/12/2003
	** 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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