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^*

DOUGERY JOHN R & MARILYN R TRUSTEES DOUGERY REVOCABLE TRUST

(Last)

(First)

(Middle)

201 Spear Street

3rd Floor

(Street)

San Francisco

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REDENVELOPE INC [ REDE ]

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)
09/30/2003

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	09/30/2003		C		44,673	A	⁽¹⁾	45,821	D⁽²⁾
Common Stock	09/30/2003		C		18,555	A	⁽¹⁾	19,029	I⁽³⁾	See footnote⁽³⁾
Common Stock	09/30/2003		C		6,154	A	⁽¹⁾	6,312	I⁽⁴⁾	See footnote⁽⁴⁾
Common Stock	09/30/2003		C		24,374	A	⁽¹⁾	24,784	I⁽⁵⁾	See footnote⁽⁵⁾

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 Preferred Stock	$0⁽⁶⁾	09/30/2003		C			24,765	⁽⁷⁾	⁽⁸⁾	Common Stock	24,765	⁽¹⁾	0	D⁽²⁾
Series B Preferred Stock	$0⁽⁶⁾	09/30/2003		C			10,245	⁽⁷⁾	⁽⁸⁾	Common Stock	10,245	⁽¹⁾	0	I⁽³⁾	See footnote⁽³⁾
Series B Preferred Stock	$0⁽⁶⁾	09/30/2003		C			3,414	⁽⁷⁾	⁽⁸⁾	Common Stock	3,414	⁽¹⁾	0	I⁽⁴⁾	See footnote⁽⁴⁾
Series B Preferred Stock	$0⁽⁶⁾	09/30/2003		C			4,269	⁽⁷⁾	⁽⁸⁾	Common Stock	4,269	⁽¹⁾	0	I⁽⁵⁾	See footnote⁽⁵⁾
Series C Preferred Stock	$0⁽⁹⁾	09/30/2003		C			3,841	⁽⁷⁾	⁽⁸⁾	Common Stock	6,074	⁽¹⁾	0	D⁽²⁾
Series C Preferred Stock	$0⁽⁹⁾	09/30/2003		C			1,587	⁽⁷⁾	⁽⁸⁾	Common Stock	2,589	⁽¹⁾	0	I⁽³⁾	See footnote⁽³⁾
Series C Preferred Stock	$0⁽⁹⁾	09/30/2003		C			528	⁽⁷⁾	⁽⁸⁾	Common Stock	834	⁽¹⁾	0	I⁽⁴⁾	See footnote⁽⁴⁾
Series C Preferred Stock	$0⁽⁹⁾	09/30/2003		C			662	⁽⁷⁾	⁽⁸⁾	Common Stock	1,047	⁽¹⁾	0	I⁽⁵⁾	See footnote⁽⁵⁾
Series E Preferred Stock	$0⁽¹⁰⁾	09/30/2003		C			9,488	⁽⁷⁾	⁽⁸⁾	Common Stock	12,068	⁽¹⁾	0	I⁽⁵⁾	See footnote⁽⁵⁾
Series F Preferred Stock	$0⁽¹¹⁾	09/30/2003		C			13,994	⁽⁷⁾	⁽⁸⁾	Common Stock	13,834	⁽¹⁾	0	D⁽²⁾
Series F Preferred Stock	$0⁽¹¹⁾	09/30/2003		C			5,790	⁽⁷⁾	⁽⁸⁾	Common Stock	5,721	⁽¹⁾	0	I⁽³⁾	See footnote⁽³⁾
Series F Preferred Stock	$0⁽¹¹⁾	09/30/2003		C			1,930	⁽⁷⁾	⁽⁸⁾	Common Stock	1,906	⁽¹⁾	0	I⁽⁴⁾	See footnote⁽⁴⁾
Series F Preferred Stock	$0⁽¹¹⁾	09/30/2003		C			7,071	⁽⁷⁾	⁽⁸⁾	Common Stock	6,990	⁽¹⁾	0	I⁽⁵⁾	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

DOUGERY JOHN R & MARILYN R TRUSTEES DOUGERY REVOCABLE TRUST

(Last)

(First)

(Middle)

201 Spear Street

3rd Floor

(Street)

San Francisco

94105

(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^*

DOUGERY MARILYN R

(Last)

(First)

(Middle)

165 Santa Ana Ave.

(Street)

San Francisco

94127

(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^*

DOUGERY JOHN R

(Last)

(First)

(Middle)

165 SANTA ANA AVE.

(Street)

SAN FRANCISCO

94127

(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. Per SEC instruction, column left blank.

2. These shares are owned directly by the Dougery Revocable Trust and indirectly by John R. Dougery and Marilyn R. Dougery as trustees of the trust.

3. These shares are held in family trusts and are owned indirectly by Marilyn R. Dougery and John R. Dougery, who is the trustee of such trusts.

4. These shares are held in family trusts and are owned indirectly by John R. Dougery and Marilyn R. Dougery, who is the trustee of such trusts. Mr. Dougery disclaims beneficial ownership of these securities for purposes of Section 16 or for any other purpose.

5. These shares are owned directly by Dougery Ventures LLC and indirectly by John R. Dougery, who is the managing member of Dougery Ventures LLC, and Marilyn R. Dougery. Mr. and Mrs. Dougery disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.

6. 1 share of Series B Preferred Stock is convertible into 1 share of the Issuer's Common Stock.

7. Immediately exercisable.

8. Not applicable.

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 E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock.

11. 1 share of Series F Preferred Stock converts into 0.98855 shares of the Issuer's Common Stock.

Remarks:

	/s/ Eric Wong, Attorney-in-Fact for Dougery Revocable Trust	09/30/2003
	Eric Wong, Attorney-in-Fact for Marilyn R. Dougery	09/12/2003
	Eric Wong, Attorney-in-Fact for John R. Dougery	09/12/2003
	** 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 4 (b)(v).
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