X0202 4 2004-08-23 0 0001002902 VELOCITY EXPRESS CORP vexp 0001184424 LAPP WILLIAM S 0 0 1 0 Common Stock 10000 D Series I Convertible Preferred Stock Common Stock 1153847 1153847 D Series I Convertible Preferred Stock Common Stock 203620 203620 I By Trustee Series J Convertible Preferred Stock Common Stock 2120535 2120535 D Not applicable. Issuance and conversion of the Series I Convertible Preferred Stock and Series J Convertible Preferred Stock into Common Stock requires shareholder approval. As a result of the August 23, 2004 Velocity Express sale to investors of the right to receive shares of Series K Convertible Preferred Stock upon shareholder approval, the number of shares of common stock into which the Series I and Series J Convertible Preferred Stock are convertible upon exercise increased pursuant to anti-dilution provisions. Shares held for the benefit of Mr. Lapp by Marshall & Ilsley Trust Company N.A., as trustee of the Lapp, Libra, Thomson, Stobner & Pusch Chartered Money Purchase Pension Plan. William S. Lapp 2004-08-23