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^*

SB CAPITAL MANAGERS LLC

(Last)

(First)

(Middle)

1188 CENTRE ST

(Street)

NEWTON CENTER

02459

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Odimo INC [ ODMO ]

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)
02/18/2005

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	02/18/2005		C		474,810⁽¹⁾	A	⁽²⁾	1,152,892⁽³⁾	I	See Footnote⁽⁴⁾
Common Stock	02/18/2005		C		45,700⁽⁵⁾	A	⁽²⁾	1,152,892⁽³⁾	I	See Footnote⁽⁴⁾
Common Stock	02/18/2005		C		332,382⁽⁶⁾	A	⁽²⁾	1,152,892⁽³⁾	I	See Footnote⁽⁴⁾
Common Stock	02/18/2005		P		300,000⁽⁷⁾	A	$9	1,152,892⁽³⁾	I	See Footnote⁽⁴⁾

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 B Preferred Stock	⁽²⁾	02/18/2005		C			474,810⁽¹⁾	⁽⁸⁾	⁽⁹⁾	Common Stock	474,810⁽¹⁾	⁽²⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽²⁾	02/18/2005		C			332,382⁽⁶⁾	⁽⁸⁾	⁽⁹⁾	Common Stock	332,382⁽⁶⁾	⁽²⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁰⁾	02/18/2005		C			45,700⁽⁵⁾	⁽⁸⁾	⁽⁹⁾	Common Stock	45,700⁽⁵⁾	⁽¹⁰⁾	0	I	See Footnote⁽⁴⁾
Warrants	$8.96⁽¹⁰⁾	02/18/2005		X			45,700⁽⁵⁾	⁽⁸⁾	⁽⁹⁾	Series C Preferred Stock	45,700⁽⁵⁾	⁽¹⁰⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁰⁾	02/18/2005		X		45,700⁽⁵⁾		⁽⁸⁾	⁽⁹⁾	Common Stock	45,700⁽⁵⁾	⁽¹⁰⁾	0	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

SB CAPITAL MANAGERS LLC

(Last)

(First)

(Middle)

1188 CENTRE ST

(Street)

NEWTON CENTER

02459

(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^*

SOFTBANK CAPITAL LP

(Last)

(First)

(Middle)

1188 CENTRE ST

(Street)

NEWTON CENTRE

02459

(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^*

SOFTBANK CAPITAL PARTNERS LLC

(Last)

(First)

(Middle)

1188 CENTRE ST.

(Street)

NEWTON CENTER

02459

(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^*

SOFTBANK CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

1188 CENTRE ST.

(Street)

NEWTON CENTER

02459

(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. Includes 236,039 shares directly held by SOFTBANK Capital Partners LP; 231,981 shares directly held by SOFTBANK Capital LP; and 6,790 shares directly held by SOFTBANK Capital Advisors Fund LP.

2. Each share of the Issuer's Preferred Stock automatically converted into one share of Common Stock upon the closing of the Issuer's Initial Public Offering.

3. Includes 575,067 shares directly held by SOFTBANK Capital Partners LP; 565,183 shares directly held by SOFTBANK Capital LP; and 12,642 shares directly held by SOFTBANK Capital Advisors Fund LP.

4. Shares are directly owned by SOFTBANK Capital Partners LP, SOFTBANK Capital LP and SOFTBANK Capital Advisors Fund LP (the "SB Funds"). SOFTBANK Capital Partners LLC is the sole general partner of each of the SB Funds, and, pursuant to the Limited Liability Company Agreement of SOFTBANK Capital Partners LLC, all investment decisions on behalf of SOFTBANK Capital Partners LLC must be approved by SB Capital Managers LLC; accordingly, securities owned by the SB Funds may be regarded as being beneficially owned by SOFTBANK Capital Partners LLC and SB Capital Managers LLC. Each of SOFTBANK Capital Partners LP, SOFTBANK Capital LP, SOFTBANK Advisors Fund LP, SOFTBANK Capital Partners LLC and SB Capital Managers LLC disclaims beneficial ownership of securities owned by any other person or entity except to the extent of its respective pecuniary interest, if any, therein.

5. Includes 22,849 shares directly held by SOFTBANK Capital Partners LP; 22,456 shares directly held by SOFTBANK Capital LP; and 395 shares directly held by SOFTBANK Capital Advisors Fund LP.

6. Includes 166,185 shares directly held by SOFTBANK Capital Partners LP; 163,329 shares directly held by SOFTBANK Capital LP; and 2,868 shares directly held by SOFTBANK Capital Advisors Fund LP.

7. Includes 149,994 shares directly held by SOFTBANK Capital Partners LP; 147,417 shares directly held by SOFTBANK Capital LP; and 2,589 shares directly held by SOFTBANK Capital Advisors Fund LP.

8. Immediately

9. Not applicable.

10. Upon the closing of the Issuer's Initial Public Offering, the Warrants were exercised for the purchase of shares of Series C Preferred Stock at an exercise price of $8.96 per share, and each share of Series C Preferred Stock so purchased was automatically converted into one share of Common Stock.

Remarks:

	SB Capital Managers LLC; By: SOFTBANK Inc., its Administrative Member; By: /s/ Steven J. Murray; Title: Administrative Member Representative	02/23/2005
	SOFTBANK Capital LP; By: SOFTBANK Capital Partners LLC, its General Partner; By: /s/ Steven J. Murray; Title: Administrative Member Representative	02/23/2005
	SOFTBANK Capital Partners LLC; By: SOFTBANK Inc., its Adminstrative Member; By: /s/ Steven J. Murray; Title: Administrative Member Representative	02/23/2005
	SOFTBANK Capital Partners LP; By: SOFTBANK Capital Partners LLC, its General Partner; By: /s/ Steven J. Murray; Title: Administrative Member Representative	02/23/2005
	** Signature of Reporting Person	Date
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