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^*

SIPPL MACDONALD VENTURES II LP

(Last)

(First)

(Middle)

1422 El Camino Real

(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	2,631⁽¹⁾	D⁽²⁾⁽³⁾⁽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 B Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	51,238⁽¹⁾	⁽⁸⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	12,568⁽¹⁾	⁽⁹⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series F Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	13,229⁽¹⁾	⁽¹⁰⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	54,856⁽¹⁾	⁽¹¹⁾	D⁽³⁾⁽¹²⁾⁽¹³⁾
Series F Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	39,690⁽¹⁾	⁽¹⁰⁾	D⁽³⁾⁽¹²⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

SIPPL MACDONALD VENTURES II LP

(Last)

(First)

(Middle)

1422 El Camino Real

(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^*

SIPPL MACDONALD MANAGEMENT LLC

(Last)

(First)

(Middle)

1422 El Camino Real

(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^*

SIPPL MACDONALD MANAGEMENT III LLC

(Last)

(First)

(Middle)

1422 El Camino Real

(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^*

SIPPL ROGER J

(Last)

(First)

(Middle)

1422 El Camino Real

(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^*

MACDONALD JACQUELINE

(Last)

(First)

(Middle)

1422 El Camino Real

(Street)

Menlo Park

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SIPPL MACDONALD VENTURES III LP

(Last)

(First)

(Middle)

1422 EL CAMINO REAL

(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 owned directly by Sippl Macdonald Ventures II, L.P.

3. These shares are owned indirectly by Roger Sippl and Jacqueline Macdonald, managing members of each of Sippl Macdonald Management LLC, the general partner of Sippl Macdonald Ventures II, L.P. and Sippl Macdonald Management III LLC, the general partner of Sippl Macdonald Ventures III, L.P. Ms. Macdonald is a director of the Issuer. Mr. Sippl and Ms. Macdonald disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein.

4. These shares are owned indirectly by Sippl Macdonald Management LLC, the general partner of Sippl Macdonald Ventures II, L.P.

5. Immediately exercisable.

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

7. Not applicable.

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

9. 1 share of Series C Preferred Stock is convertible into 1.58158 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.

11. 1 share of Series E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock.

12. These shares are owned directly by Sippl Macdonald Ventures III, L.P.

13. These shares are owned indirectly by Sippl Macdonald Management III LLC, the general partner of Sippl Macdonald Ventures III, L.P.

Remarks:

	/s/ Eric Wong, Attorney-in-Fact for Sippl Macdonald Ventures II, L.P.	09/24/2003
	Eric Wong, Attorney-in-Fact for Sippl Macdonald Management LLC	09/14/2003
	Eric Wong, Attorney-in-Fact for Sippl Macdonald Management III LLC	09/14/2003
	Eric Wong, Attorney-in-Fact for Roger Sippl	09/14/2003
	Eric Wong, Attorney-in-Fact for Jacqueline A. Macdonald	09/14/2003
	Eric Wong, Attorney-in-Fact for Sippl Macdonald Ventures III, L.P.	09/14/2003
	** 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).
** 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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