-----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, US5w3DajVKG2kYvcL3OJs3+E0xRCSaArHXxB9kXAEKYN9RKCLkZGVseNcKVs9IY+ 6ATOFMwIAinzAfsyJmqOpQ== 0000922996-06-000122.txt : 20060410 0000922996-06-000122.hdr.sgml : 20060410 20060410145935 ACCESSION NUMBER: 0000922996-06-000122 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060410 DATE AS OF CHANGE: 20060410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELEBRATE EXPRESS, INC. CENTRAL INDEX KEY: 0001100124 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISC GENERAL MERCHANDISE STORES [5399] IRS NUMBER: 911644428 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80362 FILM NUMBER: 06750627 BUSINESS ADDRESS: STREET 1: 11220 120TH AVENUE NORTHEAST CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4262501057 MAIL ADDRESS: STREET 1: 11220 120TH AVENUE NORTHEAST CITY: KIRKLAND STATE: WA ZIP: 98033 FORMER COMPANY: FORMER CONFORMED NAME: CELEBRATEEXPRESS COM INC DATE OF NAME CHANGE: 20000111 FORMER COMPANY: FORMER CONFORMED NAME: BIRTHDAY EXPRESS COM INC DATE OF NAME CHANGE: 19991130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINGHOUSE CAPITAL LP CENTRAL INDEX KEY: 0001252274 IRS NUMBER: 270030439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 520 MADISON AVE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123194100 MAIL ADDRESS: STREET 1: 520 MADISON AVE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sch13g_celebrate-33106.htm SCHEDULE 13G CELEBRATE EXPRESS INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

CELEBRATE EXPRESS, INC.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

15100A104
(CUSIP Number)

March 31, 2006
(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)
[ X ]   Rule 13d-1(c)
[     ]   Rule 13d-1(d)


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

The information required on 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).

(Continued on following page(s))


CUSIP No. 15100A104


1.      Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only).

         Springhouse Capital, LP


2.      Check the Appropriate Box if a Member of a Group (See Instructions)

         (a) ___

         (b) ___


3.      SEC Use Only


4.      Citizenship or Place of Organization

         Delaware



Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.

6.

7.

8.
Sole Voting Power:

Shared Voting Power:

Sole Dispositive Power:

Shared Dispositive Power:


       591,021



       591,021


9.      Aggregate Amount Beneficially Owned by Each Reporting Person

         591,021


10.      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

            ____


11.      Percent of Class Represented by Amount in Row (9)

            7.67%


12.      Type of Reporting Person (See Instructions)

            PN


CUSIP No. 15100A104


1.      Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only).

         Springhouse Asset Management LLC


2.      Check the Appropriate Box if a Member of a Group (See Instructions)

         (a) ___

         (b) ___


3.      SEC Use Only


4.      Citizenship or Place of Organization

         Delaware



Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.

6.

7.

8.
Sole Voting Power:

Shared Voting Power:

Sole Dispositive Power:

Shared Dispositive Power:


       591,021



       591,021


9.      Aggregate Amount Beneficially Owned by Each Reporting Person

         591,021


10.      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

            ____


11.      Percent of Class Represented by Amount in Row (9)

            7.67%


12.      Type of Reporting Person (See Instructions)

            OO


CUSIP No. 15100A104


1.      Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only).

         Brian Gaines


2.      Check the Appropriate Box if a Member of a Group (See Instructions)

         (a) ___

         (b) ___


3.      SEC Use Only


4.      Citizenship or Place of Organization

         United States



Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.

6.

7.

8.
Sole Voting Power:

Shared Voting Power:

Sole Dispositive Power:

Shared Dispositive Power:


       591,021



       591,021


9.      Aggregate Amount Beneficially Owned by Each Reporting Person

         591,021


10.      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

            ____


11.      Percent of Class Represented by Amount in Row (9)

            7.67%


12.      Type of Reporting Person (See Instructions)

            IN


Item 1(a). Name of Issuer:

          Celebrate Express, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

          11220 120th Avenue Northeast
         Kirkland, WA 98033

Item 2(a). Name(s) of Person(s) Filing:

1. Springhouse Capital, LP, a Delaware limited partnership ("LP");
2. Springhouse Asset Management LLC, a Delaware limited liability company ("LLC"); and
3. Brian Gaines

         LP, LLC and Mr. Gaines are collectively referred to as the “Reporting Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence:

          520 Madison Avenue, 35th Floor, New York, NY 10022

Item 2(c). Citizenship:

         LP and LLC are Delaware entities. Mr. Gaines is a citizen of the United States.

Item 2(d). Title of Class of Securities:

          Class A Common Stock, $.01 par value

Item 2(e). CUSIP Number:

         15100A104

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 § 15 of the Act (15 U.S.C. 78o);
(b)   Bank as defined in § 3(a)(6) of the Act (15 U.S.C. 78c);
(c)   Insurance company as defined in § 3(a)(19) of the Act (15 U.S.C. 78c);
(d)   Investment company registered under § 8 of the Investment Company Act, (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 § 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 § 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).

         Not applicable

Item 4. Ownership:

         Each of the Reporting Persons may be deemed the beneficially own the following (all of which are directly owned by LP):

(a) Amount beneficially owned: 591,021

  The LLC is the general partner of the LP, and, as a result, the LLC may be deemed to possess voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the LP. Mr. Gaines serves as the Managing Member of the LLC and, as a result, may be deemed to possess voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the LP.

(b) Percent of class:

7.67% (based on 7,706,473 common shares outstanding at December 31, 2005 according to the Issuer's quarterly report on Form 10-Q for the quarter ended November 30, 2005).

 
(c) Number of shares as to which such person has:

 
  (i) Sole power to vote or to direct the vote:

0
  (ii) Shared power to vote or to direct the vote:

591,021
  (iii) Sole power to dispose or to direct the disposition of:

0
  (iv) Shared power to dispose or to direct the disposition of: 591,021

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. __

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:

         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. Certification.

  By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.


  April 10, 2006
(Date)


/s/ Brian Gaines                           
(Signature)
Brian Gaines,
Individually, and as managing member of Springhouse
Asset Management LLC, general partner of Springhouse Capital, LP
(Name/Title)
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