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^*

PALUCH ALEXANDER I

(Last)

(First)

(Middle)

7803 GLENROY ROAD, SUITE 200

(Street)

MINNEAPOLIS

55439

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VELOCITY EXPRESS CORP [ VEXP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

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	02/15/2005		C		4,034⁽¹⁾⁽²⁾	A	$18.58⁽¹⁾⁽²⁾	4,034⁽²⁾	D
Common Stock	02/15/2005		C		2,020⁽¹⁾⁽²⁾	A	$9.9⁽¹⁾⁽²⁾	6,054⁽²⁾	D
Common Stock	02/15/2005		C		11,858⁽¹⁾⁽²⁾	A	$5.06⁽¹⁾⁽²⁾	17,912⁽²⁾	D
Common Stock	02/15/2005		C		69,949⁽¹⁾⁽²⁾	A	$18.58⁽¹⁾⁽²⁾	69,949⁽²⁾	I	By East River Ventures II LP
Common Stock	02/15/2005		C		32,838⁽¹⁾⁽²⁾	A	$9.9⁽¹⁾⁽²⁾	102,787⁽²⁾	I	By East River Ventures II LP
Common Stock	02/15/2005		C		69,176⁽¹⁾⁽²⁾	A	$5.06⁽¹⁾⁽²⁾	171,963⁽²⁾	I	By East River Ventures II LP
Common Stock	02/15/2005		C		101,594⁽¹⁾⁽²⁾	A	$6.15⁽¹⁾⁽²⁾	273,557⁽²⁾	I	By East River Ventures II LP
Common Stock	02/15/2005		C		1,614⁽¹⁾⁽²⁾	A	$18.58⁽¹⁾⁽²⁾	1,614⁽²⁾	I	By ERV Partners LLC
Common Stock	02/15/2005		C		757⁽¹⁾⁽²⁾	A	$9.9⁽¹⁾⁽²⁾	2,371⁽²⁾	I	By ERV Partners LLC

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 F Convertible Preferred Stock	$18.58⁽²⁾	02/15/2005		C			6,817	09/05/2001	⁽³⁾	Common Stock	4,034⁽²⁾	$0	0	D
Series H Convertible Preferred Stock	$9.9⁽²⁾	02/15/2005		C			2,000	09/18/2003	⁽³⁾	Common Stock	2,020⁽²⁾	$0	0	D
Series I Convertible Preferred Stock	$5.06⁽²⁾	02/15/2005		C			40,000	02/15/2005	⁽³⁾	Common Stock	11,858⁽²⁾	$0	0	D
Series F Convertible Preferred Stock	$18.58⁽²⁾	02/15/2005		C			118,181	09/05/2001	⁽³⁾	Common Stock	69,949⁽²⁾	$0	0	I	By East River Ventures II LP
Series H Convertible Preferred Stock	$9.9⁽²⁾	02/15/2005		C			32,500	09/18/2003	⁽³⁾	Common Stock	32,838⁽²⁾	$0	0	I	By East River Ventures II LP
Series I Convertible Preferred Stock	$5.06⁽²⁾	02/15/2005		C			233,333	02/15/2005	⁽³⁾	Common Stock	69,176⁽²⁾	$0	0	I	By East River Ventures II LP
Series J Convertible Preferred Stock	$6.15⁽²⁾	02/15/2005		C			416,666	02/15/2005	⁽³⁾	Common Stock	101,594⁽²⁾	$0	0	I	By East River Ventures II LP
Series F Convertible Preferred Stock	$18.58⁽²⁾	02/15/2005		C			2,727	09/05/2001	⁽³⁾	Common Stock	1,614⁽²⁾	$0	0	I	By ERV Partners LLC
Series H Convertible Preferred Stock	$9.9⁽²⁾	02/15/2005		C			750	09/18/2003	⁽³⁾	Common Stock	757⁽²⁾	$0	0	I	By ERV Partners LLC
Series M Convertible Preferred Stock	$3.685⁽²⁾	02/15/2005		A		169		02/15/2005	⁽³⁾	Common Stock	68,012⁽²⁾	$3.685	68,012	I	By East River Ventures II LP
Series M Convertible Preferred Stock	$3.685⁽²⁾	02/15/2005		A			26	02/15/2005	⁽³⁾	Common Stock	10,881⁽²⁾	$3.685	10,881	D
Warrant to Purchase Common Stock	$180⁽²⁾							09/05/2001	07/16/2006	Common Stock	32⁽²⁾		32	D
Warrant to Purchase Common Stock	$180⁽²⁾							09/05/2001	11/11/2006	Common Stock	16⁽²⁾		16	D
Warrant to Purchase Common Stock	$0.05⁽²⁾							09/18/2003	02/03/2008	Common Stock	200⁽²⁾		200	D
Warrant to Purchase Common Stock	$0.05⁽²⁾							09/18/2003	05/01/2008	Common Stock	300⁽²⁾		300	D
Warrant to Purchase Common Stock	$180⁽²⁾							09/05/2001	07/16/2006	Common Stock	625⁽²⁾		625	I	By East River Ventures II LP
Warrant to Purchase Common Stock	$180⁽²⁾							09/05/2001	11/11/2006	Common Stock	188⁽²⁾		188	I	By East River Ventures II LP
Warrant to Purchase Common Stock	$0.05⁽²⁾							09/18/2003	02/03/2008	Common Stock	3,250⁽²⁾		3,250	I	By East River Ventures II LP
Warrant to Purchase Common Stock	$0.05⁽²⁾							09/18/2003	05/01/2008	Common Stock	4,875⁽²⁾		4,875	I	By East River Ventures II LP
Warrant to Purchase Common Stock	$180⁽²⁾							09/05/2001	11/11/2006	Common Stock	19⁽²⁾		19	I	By ERV Partners LLC
Warrant to Purchase Common Stock	$0.05⁽²⁾							09/18/2003	02/03/2008	Common Stock	75⁽²⁾		75	I	By ERV Partners LLC
Warrant to Purchase Common Stock	$0.05⁽²⁾							09/18/2003	05/01/2008	Common Stock	113⁽²⁾		113	I	By ERV Partners LLC

Explanation of Responses:

1. These shares of Preferred Stock were converted on February 15, 2005, at their respective conversion price per share, resulting in the acquisition of the shares of common stock.

2. Number of securities and exercise or conversion price have been adjusted to reflect a one-for-fifty reverse stock split effective on February 15, 2005.

3. None.

	Wesley C. Fredenburg, Attorney-in-Fact	02/17/2005
	** 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).
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