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^*

TH LEE GLOBAL INTERNET ADVISORS LLC

(Last)

(First)

(Middle)

200 MADISON AVENUE, SUITE 1900

(Street)

NEW YORK

10016

(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)

Director	X	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)

	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	02/15/2005		C		482,410⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$51.84⁽⁹⁾	482,410	D
Common Stock	02/15/2005		C		337,983⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$49.37⁽⁹⁾	820,393	D
Common Stock	02/15/2005		C		360,749⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$26.74⁽⁹⁾	1,181,142	D
Common Stock	02/15/2005		C		81,970⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$30.5⁽⁹⁾	1,263,112	D
Common Stock	02/15/2005		C		198,947⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$9.9⁽⁹⁾	1,462,059	D
Common Stock	02/15/2005		C		3,748,395⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$5.06⁽⁹⁾	5,210,454	D
Common Stock	02/15/2005		C		1,544,283⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$6.15⁽⁹⁾	6,754,737	D
Common Stock	02/15/2005		C		2,119,867⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$6.97⁽⁹⁾	8,874,604	D
Common Stock	02/15/2005		C		1,400,000⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$5⁽⁹⁾	10,274,604	D
Common Stock	02/15/2005		C		482,410⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$51.84⁽⁹⁾	482,410	I	See footnote⁽⁴⁾
Common Stock	02/15/2005		C		337,983⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$49.37⁽⁹⁾	820,393	I	See footnote⁽⁴⁾
Common Stock	02/15/2005		C		360,749⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$26.74⁽⁹⁾	1,181,142	I	See footnote⁽⁴⁾
Common Stock	02/15/2005		C		81,970⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$30.5⁽⁹⁾	1,263,112	I	See footnote⁽⁴⁾
Common Stock	02/15/2005		C		198,947⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$9.9⁽⁹⁾	1,462,059	I	See footnote⁽⁴⁾
Common Stock	02/15/2005		C		3,748,395⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$5.06⁽⁹⁾	5,210,454	I	See footnote⁽⁴⁾
Common Stock	02/15/2005		C		1,544,283⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$6.15⁽⁹⁾	6,754,737	I	See footnote⁽⁴⁾
Common Stock	02/15/2005		C		2,119,867⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$6.97⁽⁹⁾	8,874,604	I	See footnote⁽⁴⁾
Common Stock	02/15/2005		C		1,400,000⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾	A	$5⁽⁹⁾	10,274,604	I	See footnote⁽⁴⁾
Restricted Common Stock								270	D
Restricted Common Stock								270	I	See footnote⁽⁴⁾

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 B Convertible Preferred Stock	$51.84⁽⁵⁾	02/15/2005		C			2,806,797	05/31/2000	⁽⁷⁾	Common Stock	482,410⁽⁵⁾	$9	0⁽¹⁾⁽²⁾⁽³⁾	D
Series C Convertible Preferred Stock	$49.37⁽⁵⁾	02/15/2005		C			2,825,484	09/22/2000	⁽⁷⁾	Common Stock	337,983⁽⁵⁾	$6	0⁽¹⁾⁽²⁾⁽³⁾	D
Series D Convertible Preferred Stock	$26.74⁽⁵⁾	02/15/2005		C			1,234,071	09/05/2001	⁽⁷⁾	Common Stock	360,749⁽⁵⁾	$5.5	0⁽¹⁾⁽²⁾⁽³⁾	D
Series G Convertible Preferred Stock	$30.5⁽⁵⁾	02/15/2005		C			3,333,333	09/18/2003	⁽⁷⁾	Common Stock	81,970⁽⁵⁾	$0.75	0⁽¹⁾⁽²⁾⁽³⁾	D
Series H Convertible Preferred Stock	$9.9⁽⁵⁾	02/15/2005		C			196,900	09/18/2003	⁽⁷⁾	Common Stock	8,197,334⁽⁵⁾	$10	0⁽¹⁾⁽²⁾⁽³⁾	D
Series I Convertible Preferred Stock	$5.06⁽⁵⁾	02/15/2005		C			12,643,332	02/15/2005	⁽⁷⁾	Common Stock	198,947⁽⁵⁾	$1.5	0⁽¹⁾⁽²⁾⁽³⁾	D
Series J Convertible Preferred Stock	$6.15⁽⁵⁾	02/15/2005		C			6,333,534	02/15/2005	⁽⁷⁾	Common Stock	3,748,395⁽⁵⁾	$1.5	0⁽¹⁾⁽²⁾⁽³⁾	D
Series B Convertible Preferred Stock	$51.84⁽⁵⁾	02/15/2005		C			2,806,797	05/31/2000	⁽⁷⁾	Common Stock	1,544,283⁽⁵⁾	$9	0⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	$49.37⁽⁵⁾	02/15/2005		C			2,825,484	09/02/2000	⁽⁷⁾	Common Stock	9,823,045⁽⁵⁾	$6	0⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁴⁾
Series D Convertible Preferred Stock	$26.74⁽⁵⁾	02/15/2005		C			1,234,071	09/05/2000	⁽⁷⁾	Common Stock	12,194,219⁽⁵⁾	$5.5	0⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁴⁾
Series G Convertible Preferred Stock	$30.5⁽⁵⁾	02/15/2005		C			3,333,333	09/18/2000	⁽⁷⁾	Common Stock	3,377,464⁽⁵⁾	$0.75	0⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁴⁾
Series H Convertible Preferred Stock	$9.9⁽⁵⁾	02/15/2005		C			196,900	09/18/2000	⁽⁷⁾	Common Stock	8,197,334⁽⁵⁾	$10	0⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁴⁾
Series I Convertible Preferred Stock	$5.06⁽⁵⁾	02/15/2005		C			12,643,332	02/15/2005	⁽⁷⁾	Common Stock	171,629,071⁽⁵⁾	$1.5	0⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁴⁾
Series J Convertible Preferred Stock	$6.15⁽⁵⁾	02/15/2005		C			6,333,534	02/15/2005	⁽⁷⁾	Common Stock	70,686,759⁽⁵⁾	$1.5	0⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁴⁾
Series K Convertible Preferred Stock	$6.97⁽⁵⁾	12/21/2004		C			9,851,466	02/15/2005	⁽⁷⁾	Common Stock	2,119,867⁽⁵⁾	$1.5	0⁽¹⁾⁽²⁾⁽³⁾	D
Series K Convertible Preferred Stock	$6.97⁽⁵⁾	02/15/2005		C			9,851,466	02/15/2005	⁽⁷⁾	Common Stock	2,119,867⁽⁵⁾	$1.5	0⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁴⁾
Series L Convertible Preferred Stock	$5⁽⁵⁾	02/15/2005		C			7,000,000	02/15/2005	⁽⁷⁾	Common Stock	1,400,000⁽⁵⁾	$1	0⁽¹⁾⁽²⁾⁽³⁾	D
Series L Convertible Preferred Stock	$5⁽⁵⁾	02/15/2005		C			7,000,000	02/15/2005	⁽⁷⁾	Common Stock	1,400,000⁽⁵⁾	$1	0⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁴⁾
Series M Convertible Preferred Stock	⁽⁶⁾	02/15/2005		A		5,064		02/15/2005	⁽⁷⁾	Common Stock	547,805⁽⁵⁾	$3.685	547,805⁽¹⁾⁽²⁾⁽³⁾	D
Series M Convertible Preferred Stock	⁽⁶⁾	02/15/2005		A		5,064		02/15/2005	⁽⁷⁾	Common Stock	547,805⁽⁵⁾	$3.685	547,805⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁴⁾
Warrant to Purchase Series C Convertible Preferred Stock	$0.01	02/15/2005		X			825,484	09/01/2000	09/01/2005	Series C Convertible Preferred Stock	825,484⁽¹⁰⁾	$0	0	D
Warrant to Purchase Series C Convertible Preferred Stock	$0.01	02/15/2005		X			825,484	09/01/2000	09/01/2005	Series C Convertible Preferred Stock	825,484⁽¹⁰⁾	$0	0	I	See footnote⁽⁴⁾
Warrant to Purchase Series D Convertible Preferred Stock	$0.01	02/15/2005		X			216,533	01/04/2001	01/04/2006	Series D Convertible Preferred Stock	216,533⁽¹⁰⁾	$0	0	D
Warrant to Purchase Series C Convertible Preferred Stock⁽⁸⁾	$0.01	02/15/2005		X			216,533	01/04/2001	01/04/2006	Series D Convertible Preferred Stock	216,533⁽¹⁰⁾	$0	0	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

TH LEE GLOBAL INTERNET ADVISORS LLC

(Last)

(First)

(Middle)

200 MADISON AVENUE, SUITE 1900

(Street)

NEW YORK

10016

(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^*

TH LEE PUTNAM INTERNET PARTNERS LP

(Last)

(First)

(Middle)

200 MADISON AVENUE, SUITE 1900

(Street)

NEW YORK

10016

(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^*

TH LEE PUTNAM FUND ADVISORS LLC

(Last)

(First)

(Middle)

200 MADISON AVENUE, SUITE 1900

(Street)

NEW YORK

10016

(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^*

TH LEE PUTNAM FUND ADVISORS LP

(Last)

(First)

(Middle)

200 MADISON AVENUE, SUITE 1900

(Street)

NEW YORK

10016

(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^*

TH LEE PUTNAM PARALLEL VENTURES LP

(Last)

(First)

(Middle)

200 MADISON AVENUE, SUITE 1900

(Street)

NEW YORK

10016

(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^*

TH LEE GLOBAL INTERNET MANAGERS LP

(Last)

(First)

(Middle)

200 MADISON AVENUE, SUITE 1900

(Street)

NEW YORK

10016

(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^*

THLI CONIVESTMENT PARTNERS LLC

(Last)

(First)

(Middle)

200 MADISON AVENUE, SUITE 1900

(Street)

NEW YORK

10016

(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^*

BLUE STAR I LLC

(Last)

(First)

(Middle)

590 MADISON AVENUE, SUITE 4100

(Street)

NEW YORK

10022

(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. This statement is being filed by each of the following persons (the "Reporting Persons") pursuant to Rule 16a-3(j) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (continued in footnote (2))

2. (continued from footnote (1)) TH Lee Putnam Ventures, L.P. (f/k/a TH Lee.Putnam Internet Partners, L.P.), a Delaware limited partnership (the "Fund"), TH Lee Putnam Parallel Ventures, L.P., (f/k/a TH Lee.Putnam Internet Parallel Partners, L.P.), a Delaware limited partnership, (the "Non-U.S. Fund"), THLi Co Investment Partners, LLC, a Delaware limited liability corporation (the "Coinvestor"), Blue Star I, LLC., a Delaware limited liability company ("Blue Star"), TH Lee Putnam Fund Advisors, L.P. a Delaware limited partnership (the "Fund Advisor"), TH Lee Putnam Fund Advisors, LLC, a Delaware limited liability company (the "Fund Advisor GP"), TH Lee Global Internet Managers, L.P., a Delaware limited partnership, TH Lee Global Internet Advisers, LLC, a Delaware limited liability company, TH Lee Putnam Capital, L.P., a Delaware limited partnership, and Thomas H. Lee. (continued in footnote (3))

3. (continued from footnote (2)) The Fund Advisor is the general partner of the U.S. Fund, the Non-U.S. Fund, and the Coinvestor. The Fund Advisor GP is the general partner of the Fund Advisor. Thomas H. Lee is the sole shareholder of Blue Star. The Fund, the Non-U.S. Fund, Blue Star and the Coinvestor directly hold the securities reported on Form 4. Each of the Fund the Non-U.S. Fund, Blue Star and the Coinvestor disclaim beneficial ownership as defined under Rule 16a-1(a)(2) under the Exchange Act, of the securities reported on this Form 4 except to the extent of their pecuniary interest therein.

4. Each of the Fund Manager, the Fund Manager GP, TH Lee Putnam Capital, L.P., the Fund Advisor, the Fund Advisor GP and Thomas H. Lee may be deemed to beneficially own, as defined under Rule 16a-1(a)(2) under the Exchange Act, the securities reported on this Form 4. Each of the Fund Manager, the Fund Manager GP, TH Lee Putnam Capital L.P., the Fund Advisor, the Fund Advisor GP and Thomas H. Lee disclaim beneficial ownership of the securities of the Issuer directly beneficially owned by the Fund, the Non-U.S. Fund, the Coinvestor and Blue Star, except to the extent of their respective pecuniary interests therein.

5. 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.

6. The transaction is not an exercise or a conversion of derivative security.

7. None.

8. Table II hereto is continued on Table II of a second Form 4 ("Form 4 No. 2") filed by the Reporting Persons on February 17, 2005. Form 4 No. 2 includes additional direct and indirect holdings of securities held by the Reporting Persons and reflects to a 1 for 50 reverse stock split effective February 15, 2005. The holdings set forth on Form 4 No. 2 were not included herein due to space limitations.

9. 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.

10. Warrants to purchase Series C Preferred Stock and Series D Preferred Stock were exercised prior to giving effect to the 1 for 50 reverse stock referred to above. The Series C Preferred Stock and Series D Preferred Stock acquired pursuant to the exercise of the warrants was subsequently converted into shares of Common Stock, and such amounts are included in the acquisitions reported in Table I and the number of shares of Series C and Series D Preferred Stock converted as reported in Table II.

	See Attached Exhibit 99.1	02/17/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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