SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MORITZ MICHAEL J

(Last) (First) (Middle)
3000 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REDENVELOPE INC [ REDE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/11/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/11/2005 J(1) 59,264 D $0(1) 962,472 I See footnote(2)
Common Stock 04/11/2005 J(1) 59,264 A $0(1) 1,021,736 I See footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MORITZ MICHAEL J

(Last) (First) (Middle)
3000 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GOGUEN MICHAEL L

(Last) (First) (Middle)
C/O SEQUOIA CAPITAL
3000 SAND HILL RD BLDG 4 #180

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LEONE DOUGLAS M

(Last) (First) (Middle)
C/O SEQUOIA CAPITAL
3000 SAND HILL RD BLDG 4 #180

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STEVENS MARK A

(Last) (First) (Middle)
C/O SEQUOIA CAPITAL
3000 SAND HILL RD BLDG 4 #180

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. An aggregate of 59,264 shares were transferred from Sequoia Capital Entrepreneurs Fund to Sequoia Capital Entrepreneurs Annex Fund (collectively, the "Funds"). The Reporting Person is a Managing Member of the General Partners of both Funds.
2. Represents shares held of record by Sequoia Capital IX, Sequoia Capital Entrepreneurs Fund, Sequoia Capital IX Principals Fund, Sequoia Capital Franchise Fund, Sequoia Capital Franchise Partners and Sequoia Capital Entrepreneurs Annex Fund. Messrs. Moritz, Leone, Goguen and Stevens are Managing Members of the respective general partners of each of Sequoia Capital IX, Sequoia Capital Entrepreneurs Fund, Sequoia Capital Franchise Fund, Sequoia Capital Franchise Partners and Sequoia Capital Entrepreneurs Annex Fund. The Reporting Persons are Managing Members of the managing member of Sequoia Capital IX Principals Fund. Each Reporting Person disclaims beneficial ownership of the shares held by such entities, except the shares (if any) in which he has a pecuniary interest.
Remarks:
EXHIBITS: 99.1 - Joint Filer Information
/s/ Michael J. Moritz, Authorized Signer 04/11/2005
** 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 4 (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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