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* GLENHILL ADVISORS LLC (Last) (First) (Middle) 598 MADISON AVENUE 12TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DESIGN WITHIN REACH INC [ DWRI ]	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) 08/03/2009
	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	08/03/2009		P		15,400,000	A	$0.15	17,886,598(1)(2)(3)	I	See footnote(1)(2)(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 A Convertible Preferred Stock	$0.9235	08/03/2009		P		1,000,000		(4)	(4)	Common Stock	137,412,019	$12.69	1,000,000(1)(2)(3)	I	See footnote(1)(2)(3)

1. Name and Address of Reporting Person* GLENHILL ADVISORS LLC (Last) (First) (Middle) 598 MADISON AVENUE 12TH FLOOR (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* KREVLIN GLENN J (Last) (First) (Middle) 598 MADISON AVENUE 12TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GLENHILL CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 598 MADISON AVENUE 12TH FLOOR (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* GLENHILL CAPITAL LP (Last) (First) (Middle) 598 MADISON AVENUE 12TH FLOOR (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* Glenhill Capital Overseas Master Fund, L.P. (Last) (First) (Middle) 598 MADISON AVENUE 12TH FLOOR (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. Glenn J. Krevlin is the managing member of Glenhill Advisors, LLC, a limited liability company that is the managing member of Glenhill Capital Management, LLC, which has investment control and owns a minority interest in various private investment funds, including Glenhill Capital LP, Glenhill Capital Overseas Master Fund LP and Glenhill Concentrated Long Master Fund LLC, which collectively own the reported securities ("Glenhill").

2. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Of the securities reported in this Form 4, Glenhill Capital LP beneficially owns 9,180,039 shares of Common Stock and 522,666 shares of Series A Convertible Preferred Stock ("Preferred Stock"), Glenhill Capital Overseas Master Fund, LP beneficially owns 7,139,892 shares of Common Stock and 410,666 shares of Preferred Stock and Glenhill Concentrated Long Master Fund LLC beneficially owns 1,566,667 shares of Common Stock and 66,668 shares of Preferred Stock.

3. Upon conversion of the Preferred Stock, Glenhill Capital LP will beneficially own 81,000,629 shares of Common Stock, Glenhill Capital Overseas Master Fund, LP will beneficially own 63,570,336 shares of Common Stock and Glenhill Concentrated Long Master Fund LLC will beneficially own 10,727,652 shares of Common Stock, for an aggregate total of 155,298,617 shares of Common Stock. Each of these entities owns its securities through Glenhill Special Opportunities Master Fund LLC, a limited liability company which is wholly-owned by these entities.

4. On August 3, 2009, Glenhill purchased from Design Within Reach, Inc. (the "Company") 15.4 million shares of Common Stock and 1.0 million shares of Preferred Stock for an aggregate amount of $15.0 million. The Company does not currently have a sufficient number of authorized shares of Common Stock to issue to Glenhill upon conversion of the Preferred Stock. Accordingly, the amounts disclosed herein assume approval by the Company's stockholders of a proposal to increase the number of authorized shares of Common Stock to 500.0 million at a stockholders' meeting to be called by the Company within ninety days. The Preferred Stock does not have an expiration date. The conversion price and the number of shares issuable upon conversion of the Preferred Stock are subject to anti-dilution adjustments.

	/s/ Glenn J. Krevlin	08/05/2009
	/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC	08/05/2009
	/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC, Managing Member, Glenhill Capital Management, LLC	08/05/2009
	/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC, Managing Member, Glenhill Capital Managment, LLC, General Partner, Glenhill Capital LP	08/05/2009
	/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC, Managing Member, Glenhill Capital Management, LLC, Sole Shareholder, Glenhill Capital Overseas GP, Ltd., General Partner, Glenhill Capital Overseas Master Fund LP	08/05/2009
	** Signature of Reporting Person	Date
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