-----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, I7qG+wmpp5NqYJamO2vua4Xmi9bZTCVpf/+holOhQj5eZmUZxQMT/T/NeBX3UoUp T/CxNHvFwDEcXOSLy3caEQ== 0000906344-01-500023.txt : 20010214 0000906344-01-500023.hdr.sgml : 20010214 ACCESSION NUMBER: 0000906344-01-500023 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010213 GROUP MEMBERS: ADOBE VENTURES III, L.P. GROUP MEMBERS: GRANITE VENTURES LLC GROUP MEMBERS: H&Q ADOBE VENTURES MGMT. II GROUP MEMBERS: H&Q ADOBE VENTURES MGMT. III GROUP MEMBERS: H&Q DIGITALTHINK INV. MGMT LLC GROUP MEMBERS: H&Q DIGITALTHINK INVESTORS LP GROUP MEMBERS: H&Q TI VENTURES MGMT. II, LLC GROUP MEMBERS: H&Q TI VENTURES MGMT., LLC GROUP MEMBERS: SAMUEL D. KINGSLAND GROUP MEMBERS: STANDISH H. O'GRADY GROUP MEMBERS: TI VENTURES II, L.P. GROUP MEMBERS: TI VENTURES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITALTHINK INC CENTRAL INDEX KEY: 0001100514 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943244366 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-60495 FILM NUMBER: 1538473 BUSINESS ADDRESS: STREET 1: 1098 HARRISON ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 4156254000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRANITE VENTURES LLC CENTRAL INDEX KEY: 0001106556 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943296215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE BUSH STRET 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4155763657 MAIL ADDRESS: STREET 1: ONE BUSH STREET 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: H&Q VENTURE ASSOCIATES LLC DATE OF NAME CHANGE: 20000211 SC 13G 1 digital13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. __) DigitalThink, Inc. ------------------ (Name of Issuer) Common Stock, $0.001 par value ------------------------------ (Title of Class of Securities) 25388M-10-0 ----------- (CUSIP Number) December 31, 2000 ----------------- (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) CUSIP No. 25388M-10-0 SCHEDULE 13G Page 2 of 21 1 Name of Reporting Person TI VENTURES, L.P. IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person PN CUSIP No. 25388M-10-0 SCHEDULE 13G Page 3 of 21 1 Name of Reporting Person TI VENTURES II, L.P. IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person PN CUSIP No. 25388M-10-0 SCHEDULE 13G Page 4 of 21 1 Name of Reporting Person ADOBE VENTURES III, L.P. IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person PN CUSIP No. 25388M-10-0 SCHEDULE 13G Page 5 of 21 1 Name of Reporting Person H&Q DIGITALTHINK INVESTORS, L.P. IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person PN CUSIP No. 25388M-10-0 SCHEDULE 13G Page 6 of 21 1 Name of Reporting Person H&Q ADOBE VENTURES MANAGEMENT II, LLC IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person OO CUSIP No. 25388M-10-0 SCHEDULE 13G Page 7 of 21 1 Name of Reporting Person H&Q ADOBE VENTURES MANAGEMENT III, LLC IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person OO CUSIP No. 25388M-10-0 SCHEDULE 13G Page 8 of 21 1 Name of Reporting Person H&Q TI VENTURES MANAGEMENT, LLC IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person OO CUSIP No. 25388M-10-0 SCHEDULE 13G Page 9 of 21 1 Name of Reporting Person H&Q TI VENTURES MANAGEMENT II, LLC IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person OO CUSIP No. 25388M-10-0 SCHEDULE 13G Page 10 of 21 1 Name of Reporting Person H&Q TI DIGITALTHINK INVESTMENT MANAGEMENT, LLC IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person OO CUSIP No. 25388M-10-0 SCHEDULE 13G Page 11 of 21 1 Name of Reporting Person GRANITE VENTURES, LLC IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person OO CUSIP No. 25388M-10-0 SCHEDULE 13G Page 12 of 21 1 Name of Reporting Person SAMUEL D. KINGSLAND IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization UNITED STATES NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person IN CUSIP No. 25388M-10-0 SCHEDULE 13G Page 13 of 21 1 Name of Reporting Person STANDISH H. O'GRADY IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization UNITED STATES NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 2,437,320 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 2,437,320 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,437,320 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.0% 12 Type of Reporting Person IN CUSIP No. 25388M-10-0 SCHEDULE 13G Page 14 of 21 Item 1(a). Name of Issuer. DigitalThink, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 1098 Harrison Street, San Francisco, CA 94103. Item 2(a). Names of Persons Filing. Reference is made to Item 1 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(b). Address of Principal Business Office or, if none, Residence. The address of each reporting person is One Bush Street, San Francisco, California 94104. Item 2(c). Citizenship. Reference is made to Item 4 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities. Common Stock, $0.001 par value ("Common Stock"). Item 2(e). CUSIP Number. 25388M-10-0 Item 3. Type of Reporting Person. Not applicable. Item 4. Ownership. Reference is made to Items 5-9 and 11 of each of the cover pages to this Schedule, which Items are incorporated by reference herein. According to information furnished to the reporting persons by the Issuer, there were 34,915,841 shares of Common Stock issued and outstanding as of December 31, 2000. As of December 31, 2000, the reporting persons owned the following shares of Common Stock: CUSIP No. 25388M-10-0 SCHEDULE 13G Page 15 of 21 Common Stock Person Directly Owned TI Ventures, L.P. 777,778 TI Ventures II, L.P. 307,693 Adobe Ventures III, L.P. 43,512 H&Q DigitalThink Investors, L.P. 860,181 H&Q Adobe Ventures Management II, LLC 116,667 H&Q Adobe Ventures Management III, LLC 2,642 Granite Ventures, LLC 10,333 Samuel D. Kingsland 285,908 Standish H. O'Grady 32,606 --------- TOTAL 2,437,320 ========= Because voting and investment decisions concerning the above securities may be made by or in conjunction with the other reporting persons, each of the reporting persons may be deemed a member of a group that shares voting and dispositive power over all of the above securities. Although the reporting persons are reporting such securities as if they were members of a group, the filing of this Schedule shall not be construed as an admission by any reporting person that it is a beneficial owner of any securities other than those directly held by such reporting person. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, members and/or managers of the foregoing entities might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. CUSIP No. 25388M-10-0 SCHEDULE 13G Page 16 of 21 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. Not applicable. CUSIP No. 25388M-10-0 SCHEDULE 13G Page 17 of 21 Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 9, 2001. TI VENTURES, L.P. H&Q ADOBE VENTURES MANAGEMENT II, LLC By: /s/ Jackie A. Berterretche __________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche __________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact TI VENTURES II, L.P. H&Q ADOBE VENTURES MANAGEMENT III, LLC By: /s/ Jackie A. Berterretche __________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche __________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact ADOBE VENTURES III, L.P. H&Q TI VENTURES MANAGEMENT, LLC By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q DIGITALTHINK INVESTORS, H&Q TI VENTURES MANAGEMENT II, L.P. LLC By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact GRANITE VENTURES, LLC H&Q DIGITALTHINK INVESTMENT MANAGEMENT, LLC By: /s/ Jackie A. Berterretche __________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche __________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact CUSIP No. 25388M-10-0 SCHEDULE 13G Page 18 of 21 SAMUEL D. KINGSLAND By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact STANDISH H. O'GRADY By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 25388M-10-0 SCHEDULE 13G Page 19 of 21 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 20 CUSIP No. 25388M-10-0 SCHEDULE 13G Page 20 of 21 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule and any subsequent amendment jointly on behalf of each of such parties. DATED: February 9, 2001. TI VENTURES, L.P. H&Q ADOBE VENTURES MANAGEMENT II, LLC By: /s/ Jackie A. Berterretche __________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche __________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact TI VENTURES II, L.P. H&Q ADOBE VENTURES MANAGEMENT III, LLC By: /s/ Jackie A. Berterretche __________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche __________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact ADOBE VENTURES III, L.P. H&Q TI VENTURES MANAGEMENT, LLC By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q DIGITALTHINK INVESTORS, H&Q TI VENTURES MANAGEMENT II, L.P. LLC By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact GRANITE VENTURES, LLC H&Q DIGITALTHINK INVESTMENT MANAGEMENT, LLC By: /s/ Jackie A. Berterretche __________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche __________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact CUSIP No. 25388M-10-0 SCHEDULE 13G Page 21 of 21 SAMUEL D. KINGSLAND By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact STANDISH H. O'GRADY By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----