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 13d-2 (b)
(Amendment No. )
CAFEPRESS INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
12769A103
(CUSIP Number)
12/31/12
(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)
(Continued on following pages)
Page 1 of 17 Pages
CUSIP NO. 12769A103 | 13 G | Page 2 of 17 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL IX, L.P. (SC IX) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3335835 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
398,095 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
398,095 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
398,095 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 12769A103 | 13 G | Page 3 of 17 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL ENTREPRENEURS ANNEX FUND, L.P. (ANNEX) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3354706 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
16,587 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
16,587 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,587 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 12769A103 | 13 G | Page 4 of 17 Pages |
1 |
NAME OF REPORTING PERSON
SC IX.I MANAGEMENT, LLC (SC IX.I LLC) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 90-0157711 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
414,682 shares of which 398,095 shares are directly held by SC IX and 16,587 shares are directly held by ANNEX. SC IX.I LLC is the General Partner of SC IX and ANNEX. | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
414,682 shares of which 398,095 shares are directly held by SC IX and 16,587 shares are directly held by ANNEX. SC IX.I LLC is the General Partner of SC IX and ANNEX. | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,682 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP NO. 12769A103 | 13 G | Page 5 of 17 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL XI, L.P. (SC XI) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 54-2094242 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
1,272,726 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
1,272,726 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,272,726 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 12769A103 | 13 G | Page 6 of 17 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA TECHNOLOGY PARTNERS XI, L.P. (STP XI) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-0005558 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
40,203 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
40,203 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,203 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 12769A103 | 13 G | Page 7 of 17 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL XI PRINCIPALS FUND LLC (SC XI PF) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-0040683 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
138,463 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
138,463 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,463 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP NO. 12769A103 | 13 G | Page 8 of 17 Pages |
1 |
NAME OF REPORTING PERSON
SC XI MANAGEMENT, LLC (SC XI LLC) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-4236767 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
1,451,392 shares of which 1,272,726 shares are directly held by SC XI, 40,203 shares are directly held by STP XI and 138,463 shares are directly held by SC XI PF. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
1,451,392 shares of which 1,272,726 shares are directly held by SC XI, 40,203 shares are directly held by STP XI and 138,463 shares are directly held by SC XI PF. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,451,392 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP NO. 12769A103 | 13 G | Page 9 of 17 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL FRANCHISE FUND, L.P. (SCFF) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3324307 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
912,304 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
912,304 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,304 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 12769A103 | 13 G | Page 10 of 17 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P. (SCFP) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3330616 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
124,405 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
124,405 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,405 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 12769A103 | 13 G | Page 11 of 17 Pages |
1 |
NAME OF REPORTING PERSON
SCFF MANAGEMENT, LLC (SCFF LLC) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3324306 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
1,036,709 shares of which 912,304 shares are directly held by SCFF and 124,405 shares are directly held by SCFP. SCFF LLC is the General Partner of SCFF and SCFP. | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
1,036,709 shares of which 912,304 shares are directly held by SCFF and 124,405 shares are directly held by SCFP. SCFF LLC is the General Partner of SCFF and SCFP. | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,036,709 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP NO. 12769A103 | 13 G | Page 12 of 17 Pages |
ITEM 1. |
(a) | Name of Issuer: CafePress Inc. |
(b) | Address of Issuers Principal Executive Offices: |
6901 Riverport Drive
Louisville, KY 40258
ITEM 2. |
(a) | Name of Persons Filing: |
Sequoia Capital IX, L.P.
Sequoia Capital Entrepreneurs Annex Fund, L.P.
SC IX.I Management, LLC
Sequoia Capital XI, L.P.
Sequoia Technology Partners XI, L.P.
Sequoia Capital XI Principals Fund, LLC
SC XI Management, LLC
Sequoia Capital Franchise Fund, L.P.
Sequoia Capital Franchise Partners, L.P.
SCFF Management, LLC
SC IX.I LLC is the General Partner of SC IX and ANNEX. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. SCFF LLC is the General Partner of SCFF and SCFP.
(b) | Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SC IX.I LLC, SC IX, ANNEX, SC XI LLC, SC XI, STP XI, SC XI PF, SCFF LLC, SCFF, SCFP: Delaware
(c) | Title of Class of Securities: Common Stock |
(d) | CUSIP Number: 12769A103 |
ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
CUSIP NO. 12769A103 | 13 G | Page 13 of 17 Pages |
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 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. | CERTIFICATION |
NOT APPLICABLE
CUSIP NO. 12769A103 | 13 G | Page 14 of 17 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 12, 2013
Sequoia Capital IX, L.P.
Sequoia Capital Entrepreneurs Annex Fund, L.P.
By: | SC IX.I Management, LLC | |||
a Delaware Limited Liability Company General Partner of Each |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
SC IX.I Management, LLC, a Delaware Limited Liability Company
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
Sequoia Capital XI, a Delaware Limited Partnership
Sequoia Technology Partners XI, a Delaware Limited Partnership
By: | SC XI Management, LLC | |||
A Delaware Limited Liability Company General Partner of Each |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
Sequoia Capital XI Principals Fund, a Delaware Multiple Series LLC
By: | SC XI Management, LLC | |||
A Delaware Limited Liability Company Its Managing Member |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
SC XI Management, LLC
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
CUSIP NO. 12769A103 | 13 G | Page 15 of 17 Pages |
Sequoia Capital Franchise Fund, L.P.
Sequoia Capital Franchise Partners, L.P.
By: | SCFF Management, LLC | |||
a Delaware Limited Liability Company General Partner of Each |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
SCFF Management, LLC, a Delaware Limited Liability Company
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
CUSIP NO. 12769A103 | 13 G | Page 16 of 17 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the common stock of CafePress Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 12, 2013
Sequoia Capital IX, L.P.
Sequoia Capital Entrepreneurs Annex Fund, L.P.
By: | SC IX.I Management, LLC | |||
a Delaware Limited Liability Company General Partner of Each |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
SC IX.I Management, LLC, a Delaware Limited Liability Company
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
Sequoia Capital XI, a Delaware Limited Partnership
Sequoia Technology Partners XI, a Delaware Limited Partnership
By: | SC XI Management, LLC | |||
A Delaware Limited Liability Company General Partner of Each |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
Sequoia Capital XI Principals Fund, a Delaware Multiple Series LLC
By: | SC XI Management, LLC | |||
A Delaware Limited Liability Company Its Managing Member |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
CUSIP NO. 12769A103 | 13 G | Page 17 of 17 Pages |
SC XI Management, LLC
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
Sequoia Capital Franchise Fund, L.P.
Sequoia Capital Franchise Partners, L.P.
By: | SCFF Management, LLC | |||
a Delaware Limited Liability Company General Partner of Each |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
SCFF Management, LLC, a Delaware Limited Liability Company
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |