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^*

DEWOLF DANIEL

(Last)

(First)

(Middle)

270 BRIDGE STREET

SUITE 301

(Street)

DEDHAM

02026

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IPARTY CORP [ IPT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2013

4. 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 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	05/09/2013		D		75,000⁽¹⁾	D	$0.45⁽³⁾	0	I	Manager, Dawntreader Chestnut Advisors LLC⁽¹⁾
Common Stock	05/09/2013		D		10,000⁽²⁾	D	$0.45⁽³⁾	0	I	Manager, Pine Street Ventures, LLC⁽²⁾

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)
Stock Option (Right to Buy)	$0.52	05/09/2013		D			80,000	⁽⁴⁾	⁽⁶⁾	Common Stock	80,000	$0⁽⁶⁾	0	D
Stock Option (Right to Buy)	$0.36	05/09/2013		D			25,000	⁽⁴⁾	⁽⁶⁾	Common Stock	25,000	$0.09⁽⁶⁾	0	D
Stock Option (Right to Buy)	$0.42	05/09/2013		D			25,000	⁽⁴⁾	⁽⁶⁾	Common Stock	25,000	$0.03⁽⁶⁾	0	D
Stock Option (Right to Buy)	$0.29	05/09/2013		D			25,000	⁽⁴⁾	⁽⁶⁾	Common Stock	25,000	$0.16⁽⁶⁾	0	D
Stock Option (Right to Buy)	$0.11	05/09/2013		D			25,000	⁽⁴⁾	⁽⁶⁾	Common Stock	25,000	$0.34⁽⁶⁾	0	D
Stock Option (Right to Buy)	$0.3	05/09/2013		D			25,000	⁽⁴⁾	⁽⁶⁾	Common Stock	25,000	$0.15⁽⁶⁾	0	D
Stock Option (Right to Buy)	$0.28	05/09/2013		D			25,000	⁽⁴⁾	⁽⁶⁾	Common Stock	25,000	$0.17⁽⁶⁾	0	D
Stock Option (Right to Buy)	$0.2	05/09/2013		D			40,000	⁽⁵⁾	⁽⁶⁾	Common Stock	40,000	$0.25⁽⁶⁾	0	D
Stock Option (Right to Buy)	$0.43	05/09/2013		D			25,000	⁽⁴⁾	⁽⁶⁾	Common Stock	25,000	$0.02⁽⁶⁾	0	D
Stock Option (Right to Buy)	$0.6	05/09/2013		D			25,000	⁽⁴⁾	⁽⁶⁾	Common Stock	25,000	$0⁽⁶⁾	0	D
Stock Option (Right to Buy)	$0.93	05/09/2013		D			80,000	⁽⁴⁾	⁽⁶⁾	Common Stock	80,000	$0⁽⁶⁾	0	D

Explanation of Responses:

1. These shares are held by Dawntreader Chestnut Advisors LLC, whose members include Mr. DeWolf's spouse and a trust for the benefit of Mr. DeWolf's spouse and children. Mr. DeWolf, as Manager, has sole investment discretion over these shares.

2. These shares are held by Pine Street Ventures LLC, whose members are Mr. DeWolf's children. Mr. DeWolf, as Manager of Pine Street Ventures, has investment discretion over these shares.

3. Pursuant to the Agreement and Plan of Merger among iParty Corp. (the "Issuer"), Party City Holdings Inc., and Confetti Merger Sub, Inc., a wholly-owned subsidiary of Party City Holdings Inc., dated March 1, 2013 (the "Merger Agreement"), each share of the Issuer's common stock was exchanged for $0.45 in cash, without interest and less any applicable withholding taxes (the "Merger").

4. The stock options under this award were fully vested prior to the closing of the Merger.

5. 30,000 of the stock options under this award were vested prior to the closing of the Merger. 10,000 of the stock options under this award accelerated and became fully vested as of the closing of the Merger.

6. In connection with the Merger, the vested and/or exercisable portion of each Issuer stock option held by the Reporting Person was cancelled and, in exchange therefor, converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon the exercise of such option and $0.45 minus the exercise price of such option. The Reporting Person's options, if any, with an exercise price equal to or above $0.45 were canceled in connection with the Merger.

	/s/ Daniel De Wolf	05/13/2013
	** Signature of Reporting Person	Date
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