X0201 32003-09-24 0 0001236038 REDENVELOPE INC REDE 0001069477 WESTON PRESIDIO CAPITAL III L P Pier 1, Bay 2San FranciscoCA941110010 0001214956 LAZARUS MICHAEL P Pier 1, Bay 2San FranciscoCA941110010 0001070958 WPC ENTREPRENEUR FUND L P Pier 1, Bay 2San FranciscoCA941110010 0001253726 WESTON PRESIDIO CAPITAL MANAGEMENT III LLC Pier 1, Bay 2San FranciscoCA941110010 0001073371 CRONIN MICHAEL F PIER 1, BAY 2 SAN FRANCISCO CA 94111 0010Series D Preferred StockCommon Stock271290DSeries E Preferred StockCommon Stock63071DSeries F Preferred StockCommon Stock100864DSeries D Preferred StockCommon Stock13503DSeries E Preferred StockCommon Stock3139DSeries F Preferred StockCommon Stock4976DSeries C Preferred StockCommon Stock2086DSeries F Preferred StockCommon Stock792DImmediately exercisable.All outstanding shares of Preferred Stock will be converted into shares of Common Stock of the Issuer upon the closing of the initial public offering of the Issuer's Common Stock. Not applicable.Reflects a 1 for 11.71 reverse stock split of the Issuer's capital stock effected on September 23, 2003.1 share of Series D Preferred Stock is convertible into 1.79828 shares of the Issuer's Common Stock.The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by Weston Presidio Capital III, L.P.Weston Presidio Capital Management III, LLC is the sole general partner of Weston Presidio Capital III, L.P. and as such has an indirect interest in the shares held by Weston Presidio Capital III, L.P. Weston Presidio Capital Management III, LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables. Michael P. Lazarus is a managing member of Weston Presidio Capital Management III, LLC, the sole general partner of Weston Presidio Capital III, L.P. and as such has an indirect interest in the shares held by Weston Presidio Capital III, L.P. Michael P. Lazarus disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables. Michael F. Cronin is a managing member of Weston Presidio Capital Management III, LLC, the sole general partner of Weston Presidio Capital III, L.P. and as such has an indirect interest in the shares held by Weston Presidio Capital III, L.P. Michael F. Cronin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables. 1 share of Series E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock.1 share of Series F Preferred Stock is convertible into 0.98855 shares of the Issuer's Common Stock.The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by WPC Entrepreneur Fund, L.P.Weston Presidio Capital Management III, LLC is the sole general partner of WPC Entrepreneur Fund, L.P. and as such has an indirect interest in the shares held by WPC Entrepreneur Fund, L.P. Weston Presidio Capital Management III, LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables. Michael P. Lazarus is a managing member of Weston Presidio Capital Management III, LLC, the sole general partner of WPC Entrepreneur Fund, L.P. and as such has an indirect interest in the shares held by WPC Entrepreneur Fund, L.P. Michael P. Lazarus disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables. Michael F. Cronin is a managing member of Weston Presidio Capital Management III, LLC, the sole general partner of WPC Entrepreneur Fund, L.P. and as such has an indirect interest in the shares held by WPC Entrepreneur Fund, L.P. Michael F. Cronin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables. 1 share of Series C Preferred Stock is convertible into 1.58158 shares of the Issuer's Common Stock.The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by Michael P. Lazarus.Weston Presidio Capital III, L.P. By: Weston Presidio Capital Management III, LLC /s/ Therese A. Mrozek Chief Operating Officer2003-09-24Michael P. Lazarus2003-09-12Therese Mrozek, Chief Operating Officer of WPC Entrpreneur Fund, L.P.2003-09-16Therese Mrozek, Chief Operating Officer of Weston Presidio Capital Management III, L.P.2003-09-12Michael F. Cronin2003-09-12