SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

JESSE H WILLIAM JR

(Last)

(First)

(Middle)

451 JACKSON STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2004

3. Issuer Name and Ticker or Trading Symbol
DESIGN WITHIN REACH INC [ DWRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	666,235	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,077,250	⁽²⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,666,780	⁽²⁾	I	See footnote⁽⁴⁾
Warrants (right to buy)	12/16/1999	12/27/2009	Series B Preferred Stock⁽²⁾	177,057	$2.55	I	See footnote⁽⁵⁾
Warrant (right to buy)	10/02/1998	10/01/2004	Common Stock	700,000	$1.5	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Represents 102,347 shares held by Jesse.Hansen Co-Investment Vehicle, L.P. and 563,888 shares held by JH Capital Partners, L.P. The Reporting Person is the President of Jesse Capital Management, Inc., which is one of the two general partners of Jesse.Hansen Co-Investment Vehicle, L.P. and one of the two general partners of JH Capital Partners, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Jesse.Hansen Co-Investment Vehicle, L.P. and JH Capital Partners, L.P., except to the extent of his pecuniary interest therein.

2. Each share of Series A Preferred Stock and each share of Series B Preferred Stock is convertible into one share of Common Stock at any time at the option of the holder. There is no expiration date for the conversion of either the Series A Preferred Stock or Series B Preferred Stock. All shares of Series A Preferred Stock and Series B Preferred Stock will convert automatically into Common Stock at the close of Issuer's initial public offering of Common Stock.

3. Represents 957,250 shares held by JH Capital Partners, L.P. and 120,000 shares held by Bear Stearns as custodian for H. William Jesse, Jr. IRA R/O. The Reporting Person is the President of Jesse Capital Management, Inc., which is one of the two general partners of JH Capital Partners, L.P. The Reporting Person disclaims beneficial ownership of the shares held by JH Capital Partners, L.P., except to the extent of his pecuniary interest therein.

4. Represents 1,056,863 shares held by Jesse.Hansen Co-Investment Vehicle, L.P., 81,052 shares held by Bear Stearns as custodian for H. William Jesse, Jr. IRA R/O, and 528,865 shares held by JH Capital Partners, L.P. The Reporting Person is the President of Jesse Capital Management, Inc., which is one of the two general partners of Jesse.Hansen Co-Investment Vehicle, L.P. and one of the two general partners of JH Capital Partners, L.P. The Reporting Person disclaims beneficial ownership of the shares held by Jesse.Hansen Co-Investment Vehicle, L.P. and JH Capital Partners, L.P., except to the extent of his pecuniary interest therein.

5. Represents securities held by JH Capital Partners, L.P. The Reporting Person is President of Jesse Capital Management, Inc., which is one of the two general partners of JH Capital Partners, L.P. The Reporting Person disclaims beneficial ownership of the securities held by JH Capital Partners, L.P., except to the extent of his pecuniary interest therein.

	/s/ H. William Jesse, Jr.	06/29/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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