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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
VP ALPHA HOLDINGS IV LLC

(Last) (First) (Middle)
1001 BAYHILL DRIVE #300

(Street)
SAN BRUNO CA 94066

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EUNIVERSE INC [ EUNI.PK ]
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)
04/15/2004
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)
Code V Amount (A) or (D) Price
Series B Convertible Preferred Stock(1) 04/15/2004 04/15/2004 X 1,295,455 A $1.1 1,750,000(2) D
Common Stock 04/15/2004 04/15/2004 X 3,050,000 A $1.1 3,050,000(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option - Right To Buy $1.1 04/15/2004 04/15/2004 X 1,295,455 07/16/2003 04/16/2004 Series B Convertible Preferred Stock 1,295,455 $1.1 0 D
Option - Right To Buy $1.1 04/15/2004 04/15/2004 X 3,050,000 07/16/2003 04/16/2004 Common Stock 3,050,000 $1.1 0 D
1. Name and Address of Reporting Person*
VP ALPHA HOLDINGS IV LLC

(Last) (First) (Middle)
1001 BAYHILL DRIVE #300

(Street)
SAN BRUNO CA 94066

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MARVER JAMES D

(Last) (First) (Middle)
1001 BAY HILL DRIVE #300

(Street)
SAN BRUNO CA 94066

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SALZMAN ALAN E

(Last) (First) (Middle)
1001 BAY HILL ROAD #300

(Street)
SAN BRUNO CA 94066

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VANTAGEPOINT VENTURE ASSOCIATES IV LLC

(Last) (First) (Middle)
1001 BAYHILL DRIVE #300

(Street)
SAN BRUNO CA 94066

(City) (State) (Zip)
Explanation of Responses:
1. The shares of Series B Convertible Preferred Stock are currently convertible into shares of Common Stock on a one for one basis, as may be adjusted by the Certificate of Designation for such securities.
2. The reported securities are beneficially owned by VP Alpha Holdings IV, L.L.C. and indirectly by VantagePoint Venture Associates IV, L.L.C. ("VP Associates") as its managing member and by James D. Marver and Alan E. Salzman who are managing members of VP Associates. VP Associates, James D. Marver and Alan E. Salzman disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
3. The reported securities are beneficially owned by VP Alpha Holdings IV, L.L.C. and indirectly by VantagePoint Venture Associates IV, L.L.C. ("VP Associates") as its managing member and by James D. Marver and Alan E. Salzman who are managing members of VP Associates. VP Associates, James D. Marver and Alan E. Salzman disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
/s/ James D. Marver, Managing Member of VantagePoint Venture Associates IV, L.L.C. which is the Managing Member of VP Alpha Holdings IV, L.L.C. 04/16/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.