SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
CafePress Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
12769A103
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 12769A103 | 13G | Page 2 of 14 Pages |
| 1. | Names of Reporting Persons
Institutional Venture Partners XI, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x (1) | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Amendment No. 1 to the statement on Schedule 13G is filed by Institutional Venture Partners XI, L.P. (“IVP XI”), Institutional Venture Partners XI GmbH & Co. Beteiligungs KG (“IVP XI KG”), Institutional Venture Management XI, LLC (“IVM XI”), Todd C. Chaffee (“Chaffee”), Reid W. Dennis (“Dennis”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”) and Dennis B. Phelps (“Phelps” together with IVP XI, IVP XI KG, IVM XI, Chaffee, Dennis, Fogelsong, Harrick and Miller, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 12769A103 | 13G | Page 3 of 14 Pages |
| 1. | Names of Reporting Persons
Institutional Venture Partners XI GmbH & Co. Beteiligungs KG | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x (1) | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 12769A103 | 13G | Page 4 of 14 Pages |
| 1. | Names of Reporting Persons
Institutional Venture Management XI, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x (1) | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 12769A103 | 13G | Page 5 of 14 Pages |
| 1. | Names of Reporting Persons
Todd C. Chaffee | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x (1) | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 12769A103 | 13G | Page 6 of 14 Pages |
| 1. | Names of Reporting Persons
Reid W. Dennis | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x (1) | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 12769A103 | 13G | Page 7 of 14 Pages |
| 1. | Names of Reporting Persons
Norman A. Fogelsong | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x (1) | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 12769A103 | 13G | Page 8 of 14 Pages |
| 1. | Names of Reporting Persons
Stephen J. Harrick | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x (1) | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 12769A103 | 13G | Page 9 of 14 Pages |
| 1. | Names of Reporting Persons
J. Sanford Miller | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x (1) | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 12769A103 | 13G | Page 10 of 14 Pages |
| 1. | Names of Reporting Persons
Dennis B. Phelps | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) x (1) | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Item 1(a). Name of Issuer:
CafePress Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
1850 Gateway Drive, Suite 300, San Mateo, California 94404
Item 2(a). Name of Person Filing:
Institutional Venture Partners XI, L.P. (“IVP XI”)
Institutional Venture Partners XI GmbH & Co. Beteiligungs KG (“IVP XI KG”)
Institutional Venture Management XI, LLC (“IVM XI”)
Todd C. Chaffee (“Chaffee”)
Reid W. Dennis (“Dennis”)
Norman A. Fogelsong (“Fogelsong”)
Stephen J. Harrick (“Harrick”)
J. Sanford Miller (“Miller”)
Dennis B. Phelps (“Phelps”)
Item 2(b). Address of Principal Business Office or, if none, Residence:
Institutional Venture Partners
3000 Sand Hill Road, Building 2, Suite 250
Menlo Park, California 94025
Item 2(c). Citizenship:
| IVP XI | Delaware | |
| IVP XI KG | Germany | |
| IVM XI | Delaware | |
| Chaffee | United States of America | |
| Dennis | United States of America | |
| Fogelsong | United States of America | |
| Harrick | United States of America | |
| Miller | United States of America | |
| Phelps | United States of America |
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
12769A103
Item 3. Not applicable.
Item 4. Ownership. The following information with respect to the ownership of the Common Stock by the Reporting Persons filing This Amendment No. 1 to the statement on Schedule 13G is provided as of December 31, 2013:
Page 11
| Reporting Persons |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class |
|||||||||||||||||||||
| IVP XI |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| IVP XI KG |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| IVM XI (1) |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| Chaffee (1) |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| Dennis (1) |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| Fogelsong (1) |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| Harrick (1) |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| Miller (1) |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| Phelps (1) |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| (1) | IVM XI serves as the sole general partner of IVP XI and the sole managing limited partner of IVP XI KG, and has voting and investment control over the respective shares owned by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. Chaffee, Dennis, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI and IVP XI KG. |
Item 5. Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of a Group
Not applicable.
Item 10. Certification
Not applicable.
Page 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2014
| INSTITUTIONAL VENTURE PARTNERS XI, L.P. | ||
| By: | Institutional Venture Management XI, LLC | |
| Its: | General Partner | |
| By: | /s/ Melanie Chladek | |
| Melanie Chladek, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE PARTNERS XI GmbH & CO. BETEILIGUNGS KG | ||
| By: | Institutional Venture Management XI, LLC | |
| Its: | Managing Limited Partner | |
| By: | /s/ Melanie Chladek | |
| Melanie Chladek, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE MANAGEMENT XI, LLC | ||
| By: | /s/ Melanie Chladek | |
| Melanie Chladek, Attorney-in-Fact | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Reid W. Dennis | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for J. Sanford Miller | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps | ||
Exhibit(s):
A: Joint Filing Statement
Page 13
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of CafePress Inc. is filed on behalf of each of us.
Dated: February 11, 2014
| INSTITUTIONAL VENTURE PARTNERS XI, L.P. | ||
| By: | Institutional Venture Management XI, LLC | |
| Its: | General Partner | |
| By: | /s/ Melanie Chladek | |
| Melanie Chladek, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE PARTNERS XI GmbH & CO. BETEILIGUNGS KG | ||
| By: | Institutional Venture Management XI, LLC | |
| Its: | Managing Limited Partner | |
| By: | /s/ Melanie Chladek | |
| Melanie Chladek, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE MANAGEMENT XI, LLC | ||
| By: | /s/ Melanie Chladek | |
| Melanie Chladek, Attorney-in-Fact | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Reid W. Dennis | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for J. Sanford Miller | ||
| /s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps | ||
Page 14