SEC FORM 4

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^*

JESSE H WILLIAM JR

(Last)

(First)

(Middle)

451 JACKSON STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2004

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/06/2004		S		553,332	D	$12	112,903	I	See Footnote⁽¹⁾
Common Stock	07/06/2004		C		1,077,250⁽²⁾	A	$0⁽²⁾	1,190,153	I	See Footnote⁽³⁾
Common Stock	07/06/2004		C		1,838,837⁽⁴⁾	A	$0⁽⁴⁾	3,028,990	I	See Footnote⁽⁵⁾
Common Stock	07/06/2004		X		700,000	A	$1.5	3,728,990	I	See Footnote⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	07/06/2004		C			1,077,250	⁽⁶⁾	⁽⁶⁾	Common Stock	1,077,250	⁽²⁾	0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁴⁾	07/06/2004		C			1,838,837	⁽⁶⁾	⁽⁶⁾	Common Stock	1,838,837	⁽⁴⁾	0	I	See Footnote⁽⁵⁾
Series B Preferred Stock	⁽⁴⁾	07/06/2004		X		172,057⁽⁷⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	172,057	⁽⁴⁾	0	I	See Footnote⁽¹⁾
Warrants (right to buy)	$2.55	07/06/2004		X			177,057	12/16/1999	12/27/2009	Series B Preferred Stock	177,057	⁽⁸⁾	0	I	See Footnote⁽¹⁾
Warrant (right to buy)	$1.5	07/06/2004		X			700,000	10/02/1998	10/01/2004	Common Stock	700,000	⁽⁹⁾	0	I	See Footnote⁽¹⁾

Explanation of Responses:

1. 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.

2. Represents shares of Common Stock issued upon the automatic conversion of shares of Series A Preferred Stock (at a conversion rate of one to one) 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 Securities Corporation as custodian for H. William Jesse, Jr. IRA R/O. 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 shares held by JH Capital Partners, L.P., except to the extent of his pecuniary interest therein.

4. Represents shares of Common Stock issued upon the automatic conversion of shares of Series B Preferred Stock (at a conversion rate of one to one) at the close of Issuer's initial public offering of Common Stock.

5. Represents 1,056,863 shares held by Jesse.Hansen Co-Investment Vehicle, L.P., 81,052 shares held by Bear Stearns Securities Corporation as custodian for H. William Jesse, Jr. IRA R/O, and 700,922 shares 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 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.

6. The Series A Preferred Stock and Series B Preferred Stock are immediately exercisable and have no expiration date. Upon the close of Issuer's initial public offering, these shares were converted automatically into Common Stock.

7. Represents shares of Series B Preferred Stock that were issued upon the net exercise of 23,528 Warrants at the close of Issuer's initial public offering of Common Stock and the exercise of 153,529 Warrants for cash.

8. Issued in connection with bridge loans made to the Issuer.

9. Issued as partial consideration for financial advisory services rendered.

	/s/ H. William Jesse, Jr.	07/06/2004
	** 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 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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