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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CELEBRATE EXPRESS, INC. [ BDAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/29/2008 | D | 1,004,754 | D | (1) | 0 | D(4) | |||
Common Stock | 08/29/2008 | D | 26,442 | D | (2) | 0 | D(5) | |||
Common Stock | 08/29/2008 | D | 13,797 | D | (3) | 0 | D(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 26, 2008, by and among Liberty Media Corporation, a Delaware corporation ("Parent"), Washington Merger Sub, Inc., a Washington corporation and an indirect wholly owned subsidiary of Parent and Celebrate Express, Inc., in exchange for a cash payment of $3,918,541. |
2. Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $103,124. |
3. Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $53,808. |
4. Securities held of record by ARCH Venture Fund IV, L.P. ("ARCH Venture Fund IV"). ARCH Venture Partners IV, LLC ("AVP IV LLC"), as the sole general partner of ARCH Venture Fund IV, may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund IV. AVP IV LLC disclaims beneficial ownership of all shares held of record by ARCH Venture Fund IV in which AVP IV LLC does not have an actual pecuniary interest. Each of Messrs. Crandell, Bybee, Lazarus and Nelsen, as individual managing directors of AVP IV LLC, may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund IV. Each of Messrs. Crandell, Bybee, Lazarus and Nelsen disclaims beneficial ownership of all shares held of record by ARCH Venture Fund IV in which he does not have an actual pecuniary interest. |
5. Securities held of record by ARCH Entrepreneurs Fund, L.P. ("ARCH Entrepreneurs Fund"). AVP IV LLC, as the sole general partner of ARCH Entrepreneurs Fund, may be deemed to beneficially own certain of the shares held of record by ARCH Entrepreneurs Fund. AVP IV LLC disclaims beneficial ownership of all shares held of record by ARCH Entrepreneurs Fund in which AVP IV LLC does not have an actual pecuniary interest. Each of Messrs. Crandell, Bybee, Lazarus and Nelsen, as individual managing directors of AVP IV LLC, may be deemed to beneficially own certain of the shares held of record by ARCH Entrepreneurs Fund. Each of Messrs. Crandell, Bybee, Lazarus and Nelsen disclaims beneficial ownership of all shares held of record by ARCH Entrepreneurs Fund in which he does not have an actual pecuniary interest. |
6. Securities held of record by Keith Crandell. |
Remarks: |
/s/ Mark McDonnell, as Attorney-in-Fact on behalf of each of the Reporting Persons pursuant to Powers of Attorney which were filed with the SEC on February 11, 2008 and which Powers of Attorney are incorporated herein by reference | 09/03/2008 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |