Amendment No. 4 to Form SC 13G

/s/ Stephen T. Jurvetson

Stephen T. Jurvetson

Managing Member

-----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, BfZFsFLiLTAeX2070Vm849Toofcdi+mr6V4G/fbML530CcgOd+YtoUXRl+G8o+Cf A6kup+cKUK+P9+exCh81yw== 0001193125-05-028498.txt : 20050214 0001193125-05-028498.hdr.sgml : 20050214 20050214121805 ACCESSION NUMBER: 0001193125-05-028498 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: DRAPER FISHER MANAGEMENT COMPANY IV, LLC GROUP MEMBERS: DRAPER FISHER PARTNERS IV, LLC GROUP MEMBERS: JOHN H.N. FISHER GROUP MEMBERS: STEPHEN T. JURVETSON GROUP MEMBERS: TIMOTHY C. DRAPER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL IMPACT INC /DE/ CENTRAL INDEX KEY: 0001095105 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943286913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57265 FILM NUMBER: 05605666 BUSINESS ADDRESS: STREET 1: 177 BOVER ROAD SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6503563404 MAIL ADDRESS: STREET 1: 177 BOVER ROAD SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DRAPER FISHER ASSOCIATES FUND IV L P CENTRAL INDEX KEY: 0001034597 IRS NUMBER: 943260321 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 400 SEAPORT COURT STE 250 CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6505999000 MAIL ADDRESS: STREET 1: 400 SEAPORT COURT SUITE 250 CITY: REDWOOD CITY STATE: CA ZIP: 94063 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 4 TO FORM SC 13G Amendment No. 4 to Form SC 13G

United States

Securities and Exchange Commission

Washington, DC 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Digital Impact

(Name of Issuer)

Common Stock, .0001 Par Value

(Title of Class of Securities)

25385G106

(CUSIP Number)

December 31, 2004

(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)

The remainder of this cover page shall be filled out for a reporting persons’ initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NUMBER 25385G106


1.		Name of Reporting Persons I.R.S. Identification Nos. of Persons (Entities Only) Draper Fisher Associates Fund IV, L.P.
2.		Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization California

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

5. Sole Voting Power

6. Shared Voting Power

3,608,984 (See Items 2 and 4)

7. Sole Dispositive Power

8. Shared Dispositive Power

3,608,984 (See Items 2 and 4)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,608,984 (See Items 2 and 4)
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 10.2%
12.		Type of Reporting Person (see Instructions) PN

CUSIP NUMBER 25385G106


1.		Name of Reporting Persons I.R.S. Identification Nos. of Persons (Entities Only) Draper Fisher Management Company IV, LLC
2.		Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization California

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

5. Sole Voting Power

6. Shared Voting Power

3,608,984 (See Items 2 and 4)

7. Sole Dispositive Power

8. Shared Dispositive Power

3,608,984 (See Items 2 and 4)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,608,984 (See Items 2 and 4)
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 10.2%
12.		Type of Reporting Person (see Instructions) OO

CUSIP NUMBER 25385G106


1.		Name of Reporting Persons I.R.S. Identification Nos. of Persons (Entities Only) Draper Fisher Partners IV, LLC
2.		Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization California

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

5. Sole Voting Power

6. Shared Voting Power

323,806 (See Items 2 and 4)

7. Sole Dispositive Power

8. Shared Dispositive Power

323,806 (See Items 2 and 4)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 323,806 (See Items 2 and 4)
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 0.9%
12.		Type of Reporting Person (see Instructions) OO

CUSIP NUMBER 25385G106


1.		Name of Reporting Persons I.R.S. Identification Nos. of Persons (Entities Only) Timothy C. Draper
2.		Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization United States

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

5. Sole Voting Power

203,132

6. Shared Voting Power

3,932,790 (See Items 2 and 4)

7. Sole Dispositive Power

203,132 (See Items 2 and 4)

8. Shared Dispositive Power

3,932,790 (See Items 2 and 4)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 4,135,922 (See Items 2 and 4)
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 11.7%
12.		Type of Reporting Person (see Instructions) IN

CUSIP NUMBER 25385G106


1.		Name of Reporting Persons I.R.S. Identification Nos. of Persons (Entities Only) John H.N. Fisher
2.		Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization United States

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

5. Sole Voting Power

8,925

6. Shared Voting Power

3,932,790 (See Items 2 and 4)

7. Sole Dispositive Power

8,925 (See Items 2 and 4)

8. Shared Dispositive Power

3,932,790 (See Items 2 and 4)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,941,715 (See Items 2 and 4)
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 11.2%
12.		Type of Reporting Person (see Instructions) IN

CUSIP NUMBER 25385G106


1.		Name of Reporting Persons I.R.S. Identification Nos. of Persons (Entities Only) Stephen T. Jurvetson
2.		Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization United States

Number of Shares Beneficially Owned By Each Reporting Person With:

5. Sole Voting Power

100,000 (See Items 2 and 4)

6. Shared Voting Power

3,932,790 (See Items 2 and 4)

7. Sole Dispositive Power

100,000 (See Items 2 and 4)

8. Shared Dispositive Power

3,932,790 (See Items 2 and 4)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 4,032,790 (See Items 2 and 4)
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 11.4%
12.		Type of Reporting Person (see Instructions) IN


Item 1(a)		Name of Issuer: Digital Impact

Item 1(b)		Address of Issuer’s principal executive offices:

		777 Bovet Road, Suite 300, San Mateo, CA 94402

Item 2.		This Schedule 13G is filed on behalf of (i) Draper Fisher Associates Fund IV, L.P., a California limited partnership (“Draper Fund IV”), (ii) Draper Fisher Management Company IV, LLC, a California limited liability company (“Draper Management IV”), (iii) Draper Fisher Partners IV, LLC, a California limited liability company (“Draper Partners IV”), (iv) Timothy C. Draper, a United States citizen (“Draper”), (v) John H.N Fisher, a United States citizen (“Fisher”), and (vi) Stephen T. Jurvetson, a United States citizen (“Jurvetson”). Draper Fund IV, Draper Management IV, Draper Partners IV, Draper, Fisher and Jurvetson are collectively referred to as the “Filing Persons.”

Relationships

1. Draper Fund IV is a limited partnership venture fund.

2. Draper Management IV is the general partner of Draper Fund IV. The managing directors of Draper Management IV are Timothy C. Draper, John H. N. Fisher and Stephen T. Jurvetson.

3. Draper Partners IV is a side-by-side fund of Draper Fund IV. Messrs. Draper, Fisher and Jurvetson are managing members of Draper Partners IV.

Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of the shares held directly by Draper Fund IV, Draper Management, and Draper Partners IV, except to the extent of their pecuniary interest therein.



Item 2(a)	Name of person filing: Draper Fisher Associates Fund IV, L.P. Draper Fisher Management Company IV, LLC Draper Fisher Partners IV, LLC Timothy C. Draper John H.N. Fisher Stephen T. Jurvetson

Item 2(b)	Address of principal business office or, if none, residence: 2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025

Item 2(c)	Citizenship:

	Draper Fisher Associates Fund IV, L.P. Draper Fisher Management Company IV, LLC Draper Fisher Partners IV, LLC Timothy C. Draper John H.N. Fisher Stephen T. Jurvetson			California California California United States United States United States

Item 2(d)	Title of class of securities:

	Common Stock

Item 2(e)	CUSIP No.: 25385G106

Item 3.	If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under section 15 of the act (15 u.s.c. 78o).

	(b)	¨	Bank as defined in section 3(a)(6) of the act (15 u.s.c. 78c).

	(c)	¨	Insurance company as defined in section 3(a)(19) of the act (15 u.s.c. 78c).

	(d)	¨	Investment company registered under section 8 of the investment company act of 1940 (15 u.s.c. 80a-8).

	(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(e);

	(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(f);



	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(g);

	(h)	¨	A savings association as defined in section 3(b) of the federal deposit insurance act (12 u.s.c. 1813);

	(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 (15 u.s.c. 80a-3);

	(j)	¨	Group, in accordance with § 240.13d-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.

	Draper Fisher Associates Fund IV, L.P.

	A.	Amount Beneficially owned:

		3,608,984

	B.	Percent of Class:

		10.2%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power: 0

		2.	shared voting power: 3,608,984

		3.	sole dispositive power: 0

		4.	shared dispositive power: 3,608,984

	Draper Fisher Management Company IV, LLC

	A.	Amount Beneficially owned: 3,608,984

	B.	Percent of Class: 10.2%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power: 0

		2.	shared voting power: 3,608,984

		3.	sole dispositive power: 0

		4.	shared dispositive power: 3,608,984

	Draper Fisher Partners IV, LLC

	A.	Amount Beneficially owned: 323,806

	B.	Percent of Class: 0.9%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power: 0

		2.	shared voting power: 323,806

		3.	sole dispositive power: 0

		4.	shared dispositive power: 323,806



	Timothy C. Draper

	A.	Amount Beneficially owned: 4,135,922

	B.	Percent of Class: 11.7%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power: 203,132

		2.	shared voting power: 3,932,790

		3.	sole dispositive power: 203,132

		4.	shared dispositive power: 3,932,790

	John H.N. Fisher

	A.	Amount Beneficially owned: 3,941,715

	B.	Percent of Class: 11.2%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power: 8,925

		2.	shared voting power: 3,932,790

		3.	sole dispositive power: 8,925

		4.	shared dispositive power: 3,932,790

	Stephen T. Jurvetson

	A.	Amount Beneficially owned: 4,032,790

	B.	Percent of Class: 11.4%

	C.	Number of shares beneficially owned to which such person has:

		1.	sole voting power: 100,000

		2.	shared voting power: 3,932,790

		3.	sole dispositive power: 100,000

		4.	shared dispositive power: 3,932,790

Item 5.	Ownership of Five Percent or Less of a Class.
		Not Applicable.

Item 6.	Ownership of More than Five Percent 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 and Classification of Members of the Group.

		Not Applicable.

Item 9.	Notice of Dissolution of Group.

		Not Applicable.

Item 10.	Certifications.

		Not applicable.

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.

Dated: February 14, 2005

DRAPER FISHER ASSOCIATES FUND IV, L.P.

By: Draper Fisher Management Company IV, LLC

By:

/s/ Timothy C. Draper

Name:

Timothy C. Draper

Title:

Managing Director of the General Partner


DRAPER FISHER MANAGEMENT COMPANY IV, LLC

By:	/s/ Timothy C. Draper
	Name:	Timothy C. Draper
	Title:	Managing Director

/s/ Timothy C. Draper
Timothy C. Draper

/s/ John H.N. Fisher
John H.N. Fisher

/s/ Stephen T. Jurvetson
Stephen T. Jurvetson


DRAPER FISHER PARTNERS IV, LLC

By:	/s/ Timothy C. Draper
	Name:	Timothy C. Draper
	Title:	Managing Member

By:	/s/ John H. N. Fisher
	Name:	John H. N. Fisher
	Title:	Managing Member

By:	/s/ Stephen T. Jurvetson
	Name:	Stephen T. Jurvetson
	Title:	Managing Member

Exhibit Index


Exhibit		Description

99.1		Statement pursuant to Rule 13d-1(k)(1)(iii), filed herewith

EX-99.1 2 dex991.htm STATEMENT PURSUANT TO RULE 13D-1(K)(1)(III) Statement pursuant to Rule 13d-1(k)(1)(iii)

Exhibit 99.1

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them.

Dated: February 14, 2005


DRAPER FISHER ASSOCIATES FUND IV, L.P.

By: Draper Fisher Management Company IV, LLC

	By:	/s/ Timothy C. Draper
		Name:	Timothy C. Draper
		Title:	Managing Director of the General Partner



DRAPER FISHER MANAGEMENT COMPANY IV, LLC

By:	/s/ Timothy C. Draper
	Name:	Timothy C. Draper
	Title:	Managing Director

/s/ Timothy C. Draper
Timothy C. Draper

/s/ John H. N. Fisher
John H. N. Fisher

/s/ Stephen T. Jurvetson
Stephen T. Jurvetson

DRAPER FISHER PARTNERS IV, LLC

By:	/s/ Timothy C. Draper
	Name:	Timothy C. Draper
	Title:	Managing Member

By:	/s/ John H.N. Fisher
	Name:	John H.N. Fisher
	Title:	Managing Member

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