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^*

SCFF MANAGEMENT LLC

(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)

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	3,926⁽¹⁾	D⁽²⁾⁽³⁾
Common Stock	451⁽¹⁾	D⁽²⁾⁽⁴⁾

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	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	321,524⁽¹⁾	⁽⁸⁾	D⁽²⁾⁽³⁾
Series C Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	35,724⁽¹⁾	⁽⁸⁾	D⁽²⁾⁽⁴⁾
Series E Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	40,841⁽¹⁾	⁽⁹⁾	D⁽²⁾⁽³⁾
Series E Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	5,520⁽¹⁾	⁽⁹⁾	D⁽²⁾⁽⁴⁾
Series F Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	86,894⁽¹⁾	⁽¹⁰⁾	D⁽²⁾⁽³⁾
Series F Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	11,848⁽¹⁾	⁽¹⁰⁾	D⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

SCFF MANAGEMENT LLC

(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^*

SEQUOIA CAPITAL FRANCHISE FUND LP

(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^*

SEQUOIA CAPITAL FRANCHISE PARTNERS LP

(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. These shares are indirectly owned by SCFF Management LLC, the general partner of each of Sequoia Capital Franchise Fund and Sequoia Capital Franchise Partners.

3. These shares are directly owned by Sequoia Capital Franchise Fund.

4. These shares are directly owned by Sequoia Capital Franchise Partners.

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

6. Immediately exercisable.

7. Not applicable.

8. 1 share of Series C Preferred Stock is convertible into 1.58158 shares of the Issuer's Common Stock.

9. 1 share of Series E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock.

10. 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 SCFF Management LLC	09/24/2003
	Eric Wong, Attorney-in-Fact for Sequoia Capital Franchise Fund	09/13/2003
	Eric Wong, Attorney-in-Fact for Sequoia Capital Franchise Partners	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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