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^*

Steinmetz Beny

(Last)

(First)

(Middle)

C/O SCORPIO (BSG) LTD. 85

MEDINAT HAYEHUDIN ST., PO BOX 4030

(Street)

HERZILYA PITHACH

46140

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Odimo INC [ ODMO ]

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)
02/18/2005

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	02/18/2005		C		666,665	A	⁽¹⁾	893,427	I	See Footnote⁽²⁾⁽³⁾
Common Stock	02/18/2005		C		545,940	A	⁽⁴⁾	1,439,367	I	See Footnote⁽⁵⁾
Common Stock	02/18/2005		C		67,691	A	⁽⁴⁾	1,507,058	I	See Footnote⁽⁶⁾
Common Stock	02/18/2005		P		300,000	A	$9	1,807,058	I	See Footnote⁽⁷⁾
Common Stock	02/18/2005		C		60,774	A	⁽⁴⁾	1,867,832	I	See Footnote⁽²⁾

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 A Preferred Stock	⁽¹⁾	02/18/2005		C			133,333	02/18/2005	⁽⁸⁾	Common Stock	666,665	⁽¹⁾	0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁴⁾	02/18/2005		C			60,774	02/18/2005	⁽⁸⁾	Common Stock	60,774	⁽⁴⁾	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽⁴⁾	02/18/2005		C			545,940	02/18/2005	⁽⁸⁾	Common Stock	545,940	⁽⁴⁾	0	I	See Footnote⁽³⁾
Warrants	$8.96	02/18/2005		X			67,691	02/18/2005	⁽⁸⁾	Series C Preferred Stock	67,691	⁽⁹⁾	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽⁴⁾	02/18/2005		X		67,691		02/18/2005	⁽⁸⁾	Common Stock	67,691	⁽⁴⁾	67,691	I	See Footnote⁽³⁾⁽⁶⁾
Series C Preferred Stock	⁽⁴⁾	02/18/2005		C			67,691	02/18/2005	⁽⁸⁾	Common Stock	67,691	⁽⁴⁾	0	I	See Footnote⁽³⁾

1. Name and Address of Reporting Person^*

Steinmetz Beny

(Last)

(First)

(Middle)

C/O SCORPIO (BSG) LTD. 85

MEDINAT HAYEHUDIN ST., PO BOX 4030

(Street)

HERZILYA PITHACH

46140

(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^*

Steinmetz Daniel

(Last)

(First)

(Middle)

14001 N.W. 4TH STREET

(Street)

SUNRISE

33325

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Livnat Nir

(Last)

(First)

(Middle)

14001 N.W. 4TH STREET

(Street)

SUNRISE

33325

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lenorth Holdings S.A.

(Last)

(First)

(Middle)

14001 N.W. 4TH STREET

(Street)

SUNRISE

33325

(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. Each share of Series A Preferred Stock converts into five (5) shares of Common Stock. The number of shares of common stock underlying the Series A Preferred Stock beneficially owned by the Reporting Persons was inadvertently reported as 133,333 shares in the original Form 3 filed by the Reporting Persons.

2. Represents shares held by Lenorth Holdings, S.A.

3. SDG Marketing, Inc. and Lenorth Holdings S.A. are part of The Steinmetz Diamond Group, which is owned indirectly by trusts or foundations for the benefit of Beny Steinmetz, Daniel Steinmetz and Nir Livnat. Beny Steinmetz and Daniel Steinmetz are brothers. Nir Livnat is not related to either Beny or Daniel Steinmetz.

4. Each share of Series B Preferred Stock and Series C Preferred Stock converts into one share of Common Stock.

5. Includes 324,937 shares held by SDG Marketing, Inc. and 221,003 shares held by Lenorth Holdings S.A.

6. Includes 8,371 shares held by SDG Marketing, Inc. and 59,320 shares held by Lenorth Holdings S.A. following the exercise of the warrants. The number of shares of Series C Preferred Stock underlying the warrants beneficially owned by the Reporting Persons was inadvertently reported as 45,700 in the original Form 3 filed by the Reporting Persons.

7. Represents shares held by SDG Marketing, Inc.

8. Not applicable.

9. Each warrant is exercisable for one share of Series C Preferred Stock.

Remarks:

	/s/ Pavlo Protopapa as Attorney-in-fact	02/23/2005
	Pavlo Protopapa as Attorney-in-fact	02/23/2005
	Pavlo Protopapa as Attorney-in-fact	02/23/2005
	Pavlo Protopapa as Attorney-in-fact	02/23/2005
	** 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).
** 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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