-----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, QCexCAcMg4xXZf9u933Q67DtEUaCcyA7zOJ/xlP08Hdt1it21P4g0pF3kHc+0Bxv UqKqHnJ2YFu4PtQpUwXodg== 0000927016-02-000807.txt : 20020414 0000927016-02-000807.hdr.sgml : 20020414 ACCESSION NUMBER: 0000927016-02-000807 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STORAGENETWORKS INC CENTRAL INDEX KEY: 0001075658 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043436145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59285 FILM NUMBER: 02541123 BUSINESS ADDRESS: STREET 1: 100 FIFTH AVE CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7814346700 MAIL ADDRESS: STREET 1: 100 FIFTH AVE CITY: WALTHAM STATE: MA ZIP: 02451 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER WILLIAM D CENTRAL INDEX KEY: 0000903374 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: STORAGE NETWORKS INC STREET 2: 225 WYMAN STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7816226700 SC 13G/A 1 dsc13ga.txt AMENDMENT #1 TO SCHEDULE 13-G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 __________________ SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) StorageNetworks, Inc. -------------------------------------- (Name of Issuer) Common Stock ---------------------------------- (Title of Class of Securities) 86211E 10 3 --------------------- (CUSIP Number) December 31, 2001 -------------------------------------------------------------------- (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) CUSIP NO. 86211E 10 3 13G Page 2 of 7 Pages - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) William D. Miller - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 1,798,178* shares SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 OWNED BY 2,387,787** shares ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 1,798,178* shares PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 2,387,787** shares - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,254,404*** shares - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 4.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 12 IN - ------------------------------------------------------------------------------ *Includes 325,000 shares held by BMAAM, Inc. (of which Mr. Miller is sole stockholder) and 1,473,178 shares held by Mr. Miller directly. Excludes 175,000 shares held by BMAAM Irrevocable Trust, a trust established for the benefit of Mr. Miller to effect a trading plan pursuant to Rule 10b5-1. BMAAM, Inc. is the settlor of the BMAAM Irrevocable Trust. **Includes 106,561 shares held by Nostro Regalo Foundation (a charitable foundation of which Mr. Miller and his wife are directors; Mr. Miller disclaims beneficial interest with respect to those shares) 2,189,372 shares held by MAWAM LLLP (of which Mr. Miller and his wife are general partners and their children are limited partners, and in which Mr. Miller disclaims beneficial interest, except to the extent of any pecuniary interest therein), and 91,854 shares held CUSIP No. 86211E 10 3 13G Page 3 of 7 Pages by Mr. Miller jointly with his wife. Excludes 175,000 shares held by BMAAM Irrevocable Trust, a trust established for the benefit of Mr. Miller to effect a trading plan pursuant to Rule 10b5-1. BMAAM, Inc. is the settlor of the BMAAM Irrevocable Trust. ***Includes 325,000 shares held by BMAAM, Inc. (of which Mr. Miller is sole stockholder), 1,473,178 shares held by Mr. Miller directly, 2,189,372 shares held by MAWAM LLLP (of which Mr. Miller and his wife are general partners and their children are limited partners, and in which Mr. Miller disclaims beneficial interest, except to the extent of any pecuniary interest therein), 91,854 shares held by Mr. Miller jointly with his wife, and 175,000 shares held by BMAAM Irrevocable Trust, a trust established for the benefit of Mr. Miller to effect a trading plan pursusant to Rule 10b5-1. BMAAM, Inc. is the settlor of the BMAAM Irrevocable Trust. Excludes 106,561 shares held by Nostro Regalo Foundation (a charitable foundation of which Mr. Miller and his wife are directors; Mr. Miller disclaims beneficial interest with respect to those shares). CUSIP No. 86211E 10 3 13G Page 4 of 7 Pages Item 1(a). Name of Issuer: StorageNetworks, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 225 Wyman Street, Waltham, Massachusetts 02451 Item 2(a). Name of Person Filing: William D. Miller Item 2(b). Address of Principal Business Office or, if None, Residence: 225 Wyman Street, Waltham, Massachusetts 02451 Item 2(c). Citizenship: United States of America Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 86211E 10 3 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) [_] Broker or dealer registered under Section 15 of the Act (b) [_] Bank as defined in Section 3(a)(6) of the Act (c) [_] Insurance company as defined in Section 3(a)(19) of the Act (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) CUSIP No. 86211E 10 3 13G Page 5 of 7 Pages (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) 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. (a) Amount Beneficially owned as of December 31, 2001: 4,254,404 shares: Includes 325,000 shares held by BMAAM, Inc. (of which Mr. Miller is sole stockholder), 1,473,178 shares held by Mr. Miller directly, 2,189,372 shares held by MAWAM LLLP (of which Mr. Miller and his wife are general partners and their children are limited partners, and in which Mr. Miller disclaims beneficial interest, except to the extent of any pecuniary interest therein), 91,854 shares held by Mr. Miller jointly with his wife, and 175,000 shares held by BMAAM Irrevocable Trust, a trust established for the benefit of Mr. Miller to effect a trading plan pursuant to Rule 10b5-1. BMAAM, Inc. is the settlor of the BMAAM Irrevocable Trust. Excludes 106,561 shares held by Nostro Regalo Foundation (of which Mr. Miller and his wife are directors, and with respect to which shares Mr. Miller disclaims beneficial interest). (b) Percent of class: 4.3 % (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 1,798,178* shares (ii) Shared power to vote or to direct the vote: 2,387,787** shares (iii) Sole power to dispose or to direct the disposition of: 1,798,178* shares (iv) Shared power to dispose or to direct the disposition of: 2,387,787** shares CUSIP No. 86211E 10 3 13G Page 6 of 7 Pages * Includes 325,000 shares held by BMAAM, Inc. (of which Mr. Miller is sole stockholder) and 1,473,178 shares held by Mr. Miller directly. Excludes 175,000 shares held by BMAAM Irrevocable Trust, a trust established for the benefit of Mr. Miller to effect a trading plan pursuant to Rule 10b5-1. BMAAM, Inc. is the settlor of the BMAAM Irrevocable Trust. ** Includes 106,561 shares held by Nostro Regalo Foundation (a charitable foundation of which Mr. Miller and his wife are directors; Mr. Miller disclaims beneficial interest with respect to those shares) 2,189,372 shares held by MAWAM LLLP (of which Mr. Miller and his wife are general partners and their children are limited partners, and in which Mr. Miller disclaims beneficial interest, except to the extent of any pecuniary interest therein), and 91,854 shares held by Mr. Miller jointly with his wife. Excludes 175,000 shares held by BMAAM Irrevocable Trust, a trust established for the benefit of Mr. Miller to effect a trading plan pursuant to Rule 10b5-1. BMAAM, Inc. is the settlor of the BMAAM Irrevocable Trust. 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 [X] Item 6. Ownership of More than Five Precent 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 of Members of the Group: Not applicable Item 9. Notice of Dissolution of a Group: Not applicable Item 10. Certifications: Not applicable CUSIP No. 86211E 10 3 13G Page 7 of 7 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. /s/ William D. Miller ----------------------------- Name February 13, 2002 ----------------------------- Date -----END PRIVACY-ENHANCED MESSAGE-----