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^*

GAPSTAR LLC

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

3 PICKWICK PLAZA

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CRITICAL PATH INC [ CPTH.OB ]

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)
03/14/2008

4. 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 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	03/14/2008		C⁽¹⁾		1,148,998	A	⁽¹⁾	1,148,998	D
Common Stock	04/29/2008		C⁽²⁾		1,023,158	A	⁽²⁾	2,172,156	D
Common Stock	04/29/2008		C⁽²⁾⁽³⁾		511,904	A	⁽²⁾⁽³⁾	2,684,060	D
Common Stock	04/29/2008		J⁽⁴⁾		8,092,571	A	⁽⁴⁾	10,776,631	D
Common Stock	04/29/2008		P⁽⁵⁾		1,534,395	A	⁽⁵⁾	12,311,026	D

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 D Preferred Stock	⁽¹⁾	03/14/2008		C			84,653	⁽¹⁾	⁽¹⁾	Common Stock	1,148,998	⁽¹⁾	74,438	D
Series D Preferred Stock	⁽²⁾	04/29/2008		C			74,438	⁽²⁾	⁽²⁾	Common Stock	1,023,158	⁽²⁾	0	D
Series E Preferred Stock	⁽²⁾⁽³⁾	04/29/2008		C			6	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	511,904	⁽²⁾⁽³⁾	0	D

Explanation of Responses:

1. 84,653 shares of Series D Cumulative Redeemable Convertible Preferred Stock (the "Series D Preferred Stock") of Critical Path, Inc. (the "Company") were converted into shares of common stock of the Company (the "Common Stock") on March 14, 2008.

2. The remaining 74,438 shares of Series D Preferred Stock and all of the shares of Series E Redeemable Convertible Preferred Stock of the Company (the "Series E Preferred Stock") were converted into shares of Common Stock on April 29, 2008, immediately after the consummation of the Reverse Stock Split (as defined below).

3. Immediately after the consummation on April 29, 2008 of the merger (the "Merger") of CP Merger Co. with and into the Company, with the Company continuing as the surviving corporation, the Company consummated a 70,000-to-1 reverse split of its outstanding shares of Series E Preferred Stock (the "Reverse Stock Split"). Fractional shares of Series E Preferred Stock resulting from the Reverse Stock Split were cashed out.

4. In connection with the Merger, GapStar, LLC ("GapStar") received shares of Common Stock in exchange for the cancellation of its 13.9% Senior Notes of the Company in the principal amount of $530,073.19, plus accrued and unpaid interest thereon.

5. In connection with the Merger, GapStar contributed $156,508 to fund a part of the cash merger consideration and received shares of Common Stock in consideration therefor.

	/s/ Matthew Nimetz, Managing Director	05/01/2008
	** 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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