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^*

ATRIUM VENTURE PARTNERS LP

(Last)

(First)

(Middle)

3000 Sand Hill Road

Bldg 2, Suite 240

(Street)

Menlo Park

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2003

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)
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	09/30/2003		C		121,006	A	⁽¹⁾	121,006	D⁽²⁾
Common Stock	09/30/2003		C		121,006	A	⁽¹⁾	121,006	I⁽³⁾	See Footnote⁽³⁾
Common Stock	09/30/2003		C		178,284	A	⁽¹⁾	178,284	D⁽⁴⁾
Common Stock	09/30/2003		C		178,284	A	⁽¹⁾	178,284	I⁽⁵⁾	See Footnote⁽⁵⁾

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 E Preferred Stock	⁽⁶⁾	09/30/2003		C			43,127	⁽⁷⁾	⁽⁸⁾	Common Stock	54,856	⁽¹⁾	0	D⁽²⁾
Series E Preferred Stock	⁽⁶⁾	09/30/2003		C			43,127	⁽⁷⁾	⁽⁸⁾	Common Stock	54,856	⁽¹⁾	0	I⁽³⁾	See Footnote⁽³⁾
Series F Preferred Stock	⁽⁹⁾	09/30/2003		C			66,917	⁽⁷⁾	⁽⁸⁾	Common Stock	66,150	⁽¹⁾	0	D⁽²⁾
Series F Preferred Stock	⁽⁹⁾	09/30/2003		C			66,917	⁽⁷⁾	⁽⁸⁾	Common Stock	66,150	⁽¹⁾	0	I⁽³⁾	See Footnote⁽³⁾
Series E Preferred Stock	⁽⁶⁾	09/30/2003		C			140,164	⁽⁷⁾	⁽⁸⁾	Common Stock	178,284	⁽¹⁾	0	D⁽⁴⁾
Series E Preferred Stock	⁽⁶⁾	09/30/2003		C			140,164	⁽⁷⁾	⁽⁸⁾	Common Stock	178,284	⁽¹⁾	0	I⁽⁵⁾	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

ATRIUM VENTURE PARTNERS LP

(Last)

(First)

(Middle)

3000 Sand Hill Road

Bldg 2, Suite 240

(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^*

FABER BARTON L

(Last)

(First)

(Middle)

3000 Sand Hill Road

Bldg 2, Suite 240

(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^*

ATRIUM VENTURES LLC

(Last)

(First)

(Middle)

3000 Sand Hill Road

Bldg 2, Suite 240

(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^*

CROWN TECHNOLOGY PARTNERS LLC

(Last)

(First)

(Middle)

3000 Sand Hill Road

Bldg 2, Suite 240

(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^*

ATRIUM CROWN MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 Sand Hill Road

Bldg 2, Suite 240

(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^*

PYNE RUSSELL B

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 2, SUITE 240

(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. Per SEC instruction, column left blank.

2. These securities are held directly by Atrium Venture Partners, L.P.

3. These securities are held indirectly by (a) Atrium Ventures LLC, the general partner of Atrium Venture Partners, L.P., (b) Russell B. Pyne, the managing member of Atrium Ventures LLC and a Principal of Atrium Venture Partners, L.P., and (c) Barton L. Faber, a Principal of Atrium Venture Partners, L.P. Atrium Ventures LLC and Messrs. Pyne and Faber disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

4. These securities are held directly by Crown Technology Partners L.L.C.

5. These securities are held indirectly by (a) Atrium/Crown Management, L.L.C., the managing member of Crown Technology Partners L.L.C. and (b) Russell B. Pyne, the managing member of Atrium/Crown Management, L.L.C. Atrium/Crown Management, L.L.C. and Mr. Pyne disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

6. 1 share of Series E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock.

7. Immediately exercisable.

8. Not applicable.

9. 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 Atrium Venture Partners, L.P.	09/30/2003
	Eric Wong, Attorney-in-Fact for Barton L. Faber	09/13/2003
	Eric Wong, Attorney-in-Fact for Atrium Ventures LLC	09/13/2003
	Eric Wong, Attorney-in-Fact for Crown Technology Partners L.L.C.	09/13/2003
	Eric Wong, Attorney-in-Fact for Atrium/Crown Management, L.L.C.	09/13/2003
	Eric Wong, Attorney-in-Fact for Russell B. Pyne	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 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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