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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BLUE NILE INC [ NILE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/25/2004 | C | 2,726,743 | A | $0 | 2,726,743 | I | By Trinity Ventures VI, L.P.(6) | ||
Common Stock | 05/25/2004 | C | 131,376 | A | $0 | 131,376 | I | By Trinity VI Side-By-Side Fund, L.P.(7) | ||
Common Stock | 05/25/2004 | S | 272,674 | D | $20.5 | 2,454,069 | I | By Trinity Ventures VI, L.P.(6) | ||
Common Stock | 05/25/2004 | S | 13,138 | D | $20.5 | 118,238 | I | By Trinity VI Side-By-Side Fund, L.P.(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (1) | 05/25/2004 | C | 1,261,129 | 05/25/2004 | (1) | Common Stock | 1,310,188 | $0 | 0 | I | By Trinity Ventures VI, L.P.(6) | |||
Series B Preferred Stock | (2) | 05/25/2004 | C | 139,095 | 05/25/2004 | (2) | Common Stock | 155,990 | $0 | 0 | I | By Trinity Ventures VI, L.P.(6) | |||
Series C Preferred Stock | (3) | 05/25/2004 | C | 198,221 | 05/25/2004 | (3) | Common Stock | 253,705 | $0 | 0 | I | By Trinity Ventures VI, L.P.(6) | |||
Series D Preferred Stock | (4) | 05/25/2004 | C | 51,969 | 05/25/2004 | (4) | Common Stock | 66,716 | $0 | 0 | I | By Trinity Ventures VI, L.P.(6) | |||
Series E Preferred Stock | (5) | 05/25/2004 | C | 940,144 | 05/25/2004 | (5) | Common Stock | 940,144 | $0 | 0 | I | By Trinity Ventures VI, L.P.(6) | |||
Series A Preferred Stock | (1) | 05/25/2004 | C | 72,204 | 05/25/2004 | (1) | Common Stock | 75,012 | $0 | 0 | I | By Trinity VI Side-By-Side Fund, L.P.(7) | |||
Series B Preferred Stock | (2) | 05/25/2004 | C | 7,963 | 05/25/2004 | (2) | Common Stock | 8,930 | $0 | 0 | I | By Trinity VI Side-By-Side Fund, L.P.(7) | |||
Series C Preferred Stock | (3) | 05/25/2004 | C | 11,359 | 05/25/2004 | (3) | Common Stock | 14,538 | $0 | 0 | I | By Trinity VI Side-By-Side Fund, L.P.(7) | |||
Series D Preferred Stock | (4) | 05/25/2004 | C | 2,975 | 05/25/2004 | (4) | Common Stock | 3,820 | $0 | 0 | I | By Trinity VI Side-By-Side Fund, L.P.(7) | |||
Series E Preferred Stock | (5) | 05/25/2004 | C | 29,076 | 05/25/2004 | (5) | Common Stock | 29,076 | $0 | 0 | I | By Trinity VI Side-By-Side Fund, L.P.(7) |
Explanation of Responses: |
1. The Issuer's Preferred Stock automatically converted into Common Stock on a 1.038901074 to 1 basis upon the closing of the Issuer's initial public offering |
2. The Issuer's Preferred Stock automatically converted into Common Stock on a 1.121464501 to 1 basis upon the closing of the Issuer's initial public offering |
3. The Issuer's Preferred Stock automatically converted into Common Stock on a 1.279914161 to 1 basis upon the closing of the Issuer's initial public offering |
4. The Issuer's Preferred Stock automatically converted into Common Stock on a 1.283746848 to 1 basis upon the closing of the Issuer's initial public offering |
5. The Issuer's Preferred Stock automatically converted into Common Stock on a 1 to 1 basis upon the closing of the Issuer's initial public offering |
6. The shares owned by Trinity Ventures VI, L.P. are under common control with Trinity VI Side-By-Side Fund, L.P. The general partner of Trinity Ventures VI, L.P. and Trinity VI Side-By-Side Fund, L.P. is Trinity TVL VI, LLC. The Reporting Person is a managing member of Trinity TVL VI, LLC. He disclaims beneficial ownership of the shares held by Trinity Ventures VI, L.P., except to the extent of his pecuniary interest therein. |
7. The shares owned by Trinity VI Side-By-Side Fund, L.P. are under common control with Trinity Ventures VI, L.P. The general partner of Trinity VI Side-By-Side Fund, L.P. and Trinity Ventures VI, L.P. is Trinity TVL VI, LLC. The Reporting Person is a managing member of Trinity TVL VI, LLC. He disclaims beneficial ownership of the shares held by Trinity VI Side-By-Side Fund, L.P., except to the extent of his pecuniary interest therein. |
/s/ John M. Geschke, Attorney-in-fact | 05/26/2004 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |