-----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, ErcrY+4Km38x6WpoT2qnkeIhAIJsoyyWe93+7GzcbPcMlbyjABdJWdCKcy/Dvw5R vWath3ShTUWDWoOEy1iSeQ== 0000950123-05-001705.txt : 20050214 0000950123-05-001705.hdr.sgml : 20050214 20050214103201 ACCESSION NUMBER: 0000950123-05-001705 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: UBS CAPITAL II LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREENFIELD ONLINE INC CENTRAL INDEX KEY: 0001108906 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 910640369 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79982 FILM NUMBER: 05603852 BUSINESS ADDRESS: STREET 1: 15 RIVER ROAD STREET 2: SUITE 310 CITY: WILTON STATE: CT ZIP: 06890 BUSINESS PHONE: 2038475700 MAIL ADDRESS: STREET 1: 15 RIVER ROAD STREET 2: SUITE 310 CITY: WILTON STATE: CT ZIP: 06890 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UBS AG CENTRAL INDEX KEY: 0001114446 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: BAHNHOFSTRASSE 45 STREET 2: P O BOX CH 8098 CITY: ZURICH STATE: V8 ZIP: - BUSINESS PHONE: 41-1-234-4100 MAIL ADDRESS: STREET 1: BAHNHOFSTRASSE 45 STREET 2: P O BOX CH 8098 CITY: ZURICH STATE: V8 ZIP: - SC 13G 1 y05749sc13g.txt SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) UNDER THE SECURITIES EXCHANGE ACT OF 1934 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. __)* GREENFIELD ONLINE, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 395150 10 5 (CUSIP Number) N/A (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 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 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 (the "Act") or otherwise subject to the SCHEDULE 13G CUSIP NO. 395150 10 5 PAGE 2 OF 8 PAGES liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP NO. 395150 10 5 PAGE 3 OF 8 PAGES 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 2. UBS CAPITAL II LLC CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. SOLE VOTING POWER 1,842,753 shares of Common Stock, including: 1,802,288 shares of Common Stock; Options exercisable for 40,000 shares of Common Stock; Warrant exercisable for 465 shares of Common Stock. NUMBER OF 6. SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 7. SOLE DISPOSITIVE POWER EACH 1,842,753 shares of Common Stock, including: 1,802,288 shares of Common Stock; REPORTING Options exercisable for 40,000 shares of Common Stock; Warrant exercisable for PERSON 465 shares of Common Stock. WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,842,753 shares of Common Stock, including: 1,802,288 shares of Common Stock; Options exercisable for 40,000 shares of Common Stock; Warrant exercisable for 465 shares of Common Stock. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% 12. TYPE OF REPORTING PERSON* OO
SCHEDULE 13G CUSIP NO. 395150 10 5 PAGE 4 OF 8 PAGES 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 2. UBS AG CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland 5. SOLE VOTING POWER 1,842,753 shares of Common Stock, including: 1,802,288 shares of Common Stock; Options exercisable for 40,000 shares of Common Stock; Warrant exercisable for 465 shares of Common Stock. NUMBER OF 6. SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 7. SOLE DISPOSITIVE POWER EACH 1,842,753 shares of Common Stock, including: 1,802,288 shares of Common Stock; REPORTING Options exercisable for 40,000 shares of Common Stock; Warrant exercisable for PERSON 465 shares of Common Stock. WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,842,753 shares of Common Stock, including: 1,802,288 shares of Common Stock; Options exercisable for 40,000 shares of Common Stock; Warrant exercisable for 465 shares of Common Stock. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% 12. TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1(A). NAME OF ISSUER: Greenfield Online, Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 21 River Road Wilton, Connecticut 06897 ITEM 2(A). NAME OF PERSONS FILING: This statement is filed by: UBS Capital II LLC UBS AG ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: UBS Capital II LLC 48 Signal Road Stamford, Connecticut 06902-7916 USA UBS AG Bahnhofstrasse 45 8021 Zurich SWITZERLAND ITEM 2(C). CITIZENSHIP: UBS Capital II LLC is a Delaware limited liability company. UBS AG is a Swiss banking corporation. ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.0001 per share ITEM 2(E). CUSIP NUMBER: 395150 10 5 Page 5 of 8 Pages ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4 OWNERSHIP: (a) Amount beneficially owned: 1,842,753 shares of Common Stock, including: 1,802,288 shares of Common Stock; Options exercisable for 40,000 shares of Common Stock; Warrant exercisable for 465 shares of Common Stock. (b) Percent of class: 8.8% based on 20,985,509 shares outstanding as reported in the 424(b)(4) Prospectus filed by the Issuer with the Securities and Exchange Commission on December 7, 2004. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 1,842,753 shares of Common Stock, including: 1,802,288 shares of Common Stock; Options exercisable for 40,000 shares of Common Stock; Warrant exercisable for 465 shares of Common Stock. (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,842,753 shares of Common Stock, including: 1,802,288 shares of Common Stock; Options exercisable for 40,000 shares of Common Stock; Warrant exercisable for 465 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of: 0 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: No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities covered by this report. Page 6 of 8 Pages 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. Page 7 of 8 Pages 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 UBS CAPITAL II LLC By: /s/ Sandra Ward Costin --------------------------------------- Name: Sandra Ward Costin Title: Executive Director By: /s/ Louis R. Eber --------------------------------------- Name: Louis R. Eber Title: Managing Director UBS AG By: /s/ Regina A. Dolan --------------------------------------- Name: Regina A. Dolan Title: Member of the GMB By: /s/ Per Dyrvik --------------------------------------- Name: Per Dyrvik Title: Managing Director Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----