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^*

Timor Ofer

(Last)

(First)

(Middle)

C/O DELTA VENTURES, KIBBUTZ GLIL YAM

P. O. BOX 163

(Street)

HERZELIYA 46905

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2014

3. Issuer Name and Ticker or Trading Symbol
Borderfree, Inc. [ BRDR ]

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

X	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)

X	Form filed by One Reporting Person
	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	266,459	I	By Delta Fund I, L.P.⁽¹⁾
Common Stock	16,143	I	By Poalim Delta Fund, L.P.⁽¹⁾
Common Stock	14,449	I	By Delta Fund I (Israel), L.P.⁽¹⁾
Common Stock	32,288	I	By Gmulot Delta Fund, L.P.⁽¹⁾

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 A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	492,370	⁽²⁾	I	By Delta Fund I, L.P.⁽¹⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	562,036	⁽³⁾	I	By Delta Fund I, L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,052,046	⁽³⁾	I	By Delta Fund I, L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	179,612	⁽³⁾	I	By Delta Fund I, L.P.⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	29,831	⁽²⁾	I	By Poalim Delta Fund, L.P.⁽¹⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	34,052	⁽³⁾	I	By Poalim Delta Fund, L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	63,742	⁽³⁾	I	By Poalim Delta Fund, L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	10,882	⁽³⁾	I	By Poalim Delta Fund, L.P.⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	26,699	⁽²⁾	I	By Delta Fund I (Israel), L.P.⁽¹⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	30,477	⁽³⁾	I	By Delta Fund I (Israel), L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	57,047	⁽³⁾	I	By Delta Fund I (Israel), L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	9,740	⁽³⁾	I	By Delta Fund I (Israel), L.P.⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	59,664	⁽²⁾	I	By Gmulot Delta Fund, L.P.⁽¹⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	68,105	⁽³⁾	I	By Gmulot Delta Fund, L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	127,481	⁽³⁾	I	By Gmulot Delta Fund, L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	21,764	⁽³⁾	I	By Gmulot Delta Fund, L.P.⁽¹⁾
Stock Option (Right to Buy)	⁽⁴⁾	03/20/2024	Common Stock	17,944	$16	D

Explanation of Responses:

1. The shares are held directly by Delta Fund I, L.P., Poalim Delta Fund, L.P., Delta Fund I (Israel), L.P. and Gmulot Delta Fund, L.P., and indirectly by (i) Delta Ventures, Ltd., the general partner of each of Poalim Delta Fund, L.P., Delta Fund I (Israel), L.P, and Gmulot Delta Fund, L.P., and (ii) Delta Ventures (Cayman) Ltd., the general partner of Delta Fund I, L.P. (the aforementioned entities, collectively, "Delta Ventures"). Mr. Timor is a Managing Partner of Delta Ventures, and may be deemed to be an indirect beneficial owner of the reported securities. Mr. Timor disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. This report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. The Series A Convertible Preferred Stock is convertible at any time at the option of the holder, and will automatically convert into shares of Common Stock on a 1-for-2.046 basis upon the closing of the Issuer's initial public offering. The securities have no expiration date.

3. The Series B, C, and E Convertible Preferred Stock are each convertible at any time at the option of the holder, and will automatically convert into shares of Common Stock on a 1-for-0.599 basis upon the closing of the Issuer's initial public offering. The securities have no expiration date.

4. This stock option vests and becomes exercisable in thirty-six equal monthly installments, which began on February 7, 2014, subject to the Reporting Person's continued service.

Remarks:

Exhibit 24.1: Limited Power of Attorney

	/s/ Ofer Timor	03/18/2014
	** 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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