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^*

MORITZ MICHAEL J

(Last)

(First)

(Middle)

3000 Sand Hill Road

(Street)

Menlo Park

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2003

3. Issuer Name and Ticker or Trading Symbol
REDENVELOPE INC [ REDE ]

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

X	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)

	Form filed by One Reporting Person
X	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	8,536⁽¹⁾	I	See footnote⁽²⁾

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 C Preferred Stock	⁽³⁾⁽⁴⁾	⁽⁵⁾	Common Stock	668,003⁽¹⁾	⁽⁶⁾	I	See footnote⁽²⁾
Series E Preferred Stock	⁽³⁾⁽⁴⁾	⁽⁵⁾	Common Stock	109,710⁽¹⁾	⁽⁷⁾	I	See footnote⁽²⁾
Series F Preferred Stock	⁽³⁾⁽⁴⁾	⁽⁵⁾	Common Stock	235,491⁽¹⁾	⁽⁸⁾	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

MORITZ MICHAEL J

(Last)

(First)

(Middle)

3000 Sand Hill Road

(Street)

Menlo Park

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^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

3000 Sand Hill Road

(Street)

Menlo Park

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)

3000 Sand Hill Road

(Street)

Menlo Park

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^*

GOGUEN MICHAEL L

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

(Street)

MENLO PARK

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. Reflects a 1 for 11.71 reverse stock split of the Issuer's capital stock effected on September 23, 2003.

2. Mr. Moritz is a director of the Issuer and each of Messrs. Moritz, Stevens, Goguen, and Leone are managing members of SC IX Management LLC and SCFF Management LLC, which in turn are the general partners of each of Sequoia Capital Entrepreneurs Fund, Sequoia Capital IX, Sequoia Capital IX Principals Fund, Sequoia Capital Franchise Fund and Sequoia Capital Franchise Partners (collectively, the "Funds"). The shares reported are owned directly by the Funds. The shares reported are owned indirectly by each of the four individual reporting persons, each of whom disclaims beneficial ownership except to the extent of their respective pecuniary interests therein.

3. Immediately exercisable.

4. All outstanding shares of Preferred Stock will be converted into shares of Common Stock of the Issuer upon the closing of the initial public offering of the Issuer's Common Stock.

5. Not applicable.

6. 1 share of Series C Preferred Stock is convertible into 1.58158 shares of the Issuer's Common Stock.

7. 1 share of Series E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock.

8. 1 share of Series F Preferred Stock is convertible into 0.98855 shares of the Issuer's Common Stock.

Remarks:

	/s/ Eric Wong, Attorney-in-Fact for Michael Moritz	09/24/2003
	Eric Wong, Attorney-in-Fact for Douglas M. Leone	09/13/2003
	Eric Wong, Attorney-in-Fact for Mark A. Stevens	09/13/2003
	Eric Wong, Attorney-in-Fact for Michael L. Goguen	09/13/2003
	** 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).
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