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*
SONY MUSIC ENTERTAINMENT INC

(Last) (First) (Middle)
550 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EUNIVERSE INC [ EUNI ]
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)
10/25/2001
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
Common Stock(1) 10/25/2001 P 307,692 A $3.25(2) 3,366,154 I Through 550 DMV(2)
Common Stock(1) 10/25/2001 P 3,058,462 A $3.25(3) 3,058,462 I Through 550 DMV(3)
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
Series B Preferred Stock $2.6 10/25/2001 P 1,923,077 10/25/2001 (2) Common Stock 1,923,076 $2.6 1,923,076 I Through 550 DMV(2)
Warrants (2) 10/25/2001 D(2) 1,101,260(2) 09/06/2000 09/06/2004 Common Stock 1,101,260 $0.91(2) 0 I Through 550 DMV(2)
Options $3 10/23/2002 J(4) 25,000 (5) 10/23/2012 Common Stock 25,000 (4) 25,000 I See Footnote(4)
Options $2.75 12/03/2001 J(4) 25,000 (6) 12/03/2011 Common Stock 25,000 (4) 25,000 I See Footnote(4)
1. Name and Address of Reporting Person*
SONY MUSIC ENTERTAINMENT INC

(Last) (First) (Middle)
550 MADISON AVENUE

(Street)
NEW YORK NY 10022

(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*
550 DIGITAL MEDIA VENTURES INC

(Last) (First) (Middle)
550 MADISON AVE

(Street)
NEW YORK NY 10022

(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*
SONY CORP OF AMERICA

(Last) (First) (Middle)
550 MADISON AVENUE

(Street)
NEW YORK NY 10022

(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. This Form 4 is being filed by Sony Corporation of America ("SCA"), Sony Music Entertainment, Inc. ("Sony Music"), which is an indirect wholly-owned subsidiary of SCA, and 550 Digital Media Ventures Inc. ("550 DMV"), which is an indirect wholly-owned subsidiary of Sony Music, relating to the common stock, par value $0.001 per share (the "Common Stock") of eUniverse, Inc. (the "Company"). The Reporting Persons are making a group filing because, due to the relationships between them, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership under Section 16 of the Exchange Act with respect to the transactions reported herein, to the extent greater than its pecuniary interest therein.
2. On October 25, 2001, pursuant to a stock purchase agreement, (i) 550 DMV acquired 1,923,077 shares of Series B Convertible Preferred Stock from the Company for $5 million and (ii) the Company redeemed a warrant held by 550 DMV for the purchase of up to 1,101,260 shares of Common Stock (exercisable until September 6, 2004 in the amounts of warrants to purchase 701,260 shares of Common Stock for $4.50 per share, warrants to purchase 200,000 shares of Common Stock for $5.00 per share and warrants to purchase 200,000 shares of Common Stock for $6 per share) in exchange for 307,692 shares of Common Stock valued at $1 million.
3. The Company purchased from 550 DMV all of the outstanding shares of Indimi, L.L.C. in exchange for 3,058,462 shares of Common Stock valued at $9.94 million.
4. Pursuant to the Company's Certificate of Designation of Series B Convertible Preferred Stock, which gives the holders of Series B Preferred Stock (currently only 550 DMV) voting as a class the right to elect one, and, depending on the size of the Company's Board of Directors, up to three Directors, Thomas Gewecke was elected to the Board of Directors of the Company on October 19, 2001. Pursuant to an oral arrangement between Sony Music and Mr. Gewekce, Sony Music has the right to receive the proceeds upon disposition of the shares of common stock underlying options granted to Mr. Gewecke for his service as director of the Company. 550 DMV has no pecuniary interest in the shares of Common Stock underlying such options.
5. On the date of the Annual Meeting of the Stockholders of the Issuer for the fiscal year ended March 31, 2002.
6. On the date of the Annual Meeting of the Stockholders of the Issuer for the fiscal year ended March 31, 2003.
Frank Crimmins 10/24/2003
** Signature of Reporting Person Date
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