X0201 3/A 2003-09-24 2003-09-24 0 0001236038 REDENVELOPE INC REDE 0001261993 GALLOWAY SCOTT 201 SPEAR STREET 3RD FLOOR SAN FRANCISCO CA 94105 1 0 1 0 Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 11905.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 5970.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 213.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 640.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 6757.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 1067.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 1067.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 1067.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 1067.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 4269.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 2134.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 2134.0000 D Call Options (Obligation to Sell) 1.5223 Series A Preferred Stock 2134.0000 D Call Warrant (Obligation to Sell) 1.5223 Series E Preferred Stock 10674.0000 D Series A Preferred Stock (Right to Acquire) Common Stock 311598.0000 D The reporting person is a party to an option agreement dated February 28, 1999 under which the reporting person has agreed to sell to the option holder shares of Series A Preferred Stock of the Issuer upon the exercise of the option by the option holder. This option was omitted from the reporting person's original Form 3. The option is fully vested and immediately exercisable. The option expires on the earlier to occur of (a) March 15, 2004, (b) the sale of all or substantially all of the stock or assets of the Issuer, or (c) a merger of the Issuer with or into another entity in which the Issuer is not the suriving entity (other than a merger effected solely to change the domicile of the Issuer). 1 share of Series A Preferred Stock is convertible into 1 share of the Issuer's Common Stock. 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. The reporting person is a party to an option agreement dated January 28, 2000 under which the reporting person has agreed to sell to the option holder shares of Series A Preferred Stock of the Issuer upon the exercise of the option by the option holder. The reporting person is a party to an option agreement dated June 4, 1999 under which the reporting person has agreed to sell to the option holder shares of Series A Preferred Stock of the Issuer upon the exercise of the option by the option holder. The option expires on the earlier to occur of (a) February 28, 2009 and (b) 60 days following the termination of the option holder's employment with Prophet Brand Strategy, Inc. The reporting person is a party to an option agreement dated May 28, 1999 under which the reporting person has agreed to sell to the option holder shares of Series A Preferred Stock of the Issuer upon the exercise of the option by the option holder. The option expires on the earlier to occur of (a) May 28, 2009 and (b) 60 days following the termination of the option holder's employment with Prophet Brand Strategy, Inc. The reporting person is a party to an option agreement dated April 30, 1999 under which the reporting person has agreed to sell to the option holder shares of Series A Preferred Stock of the Issuer upon the exercise of the option by the option holder. The reporting person is a party to an option agreement dated July 23, 1999 under which the reporting person has agreed to sell to the option holder shares of Series A Preferred Stock of the Issuer upon the exercise of the option by the option holder. The option expires on the earlier to occur of (a) July 23, 2009 and (b) 60 days following the termination of the option holder?s employment with Prophet Brand Strategy, Inc. The reporting person is a party to an option agreement dated July 20, 1999 under which the reporting person has agreed to sell to the option holder shares of Series A Preferred Stock of the Issuer upon the exercise of the option by the option holder. The option expires on the earlier to occur of (a) July 20, 2009 and (b) 60 days following the termination of the option holder?s employment with Prophet Brand Strategy, Inc. The reporting person is a party to an option agreement dated October 31, 2002 under which the reporting person has agreed to sell to the option holder shares of Series A Preferred Stock of the Issuer upon the exercise of the option by the option holder. The reporting person is party to a warrant dated July 1, 2000, under which the reporting person has agreed to sell to the warrant holder shares of Series E Preferred Stock of the Issuer upon the exercise of the warrant by the warrant holder. The warrant was omitted from the reporting persons' original Form 3. The warrant is fully vested and immediately exercisable. The warrant expires on the earlier to occur of (a) June 30, 2005, (b) the sale of all or substantially all of the stock or assets of the Issuer, or (c) a merger of the Issuer with or into another entity in which the Issuer is not the surviving entity (other than a merger effected solely to change the domicile of the Issuer). 1 share of Series E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock. Each share of Series A Preferred Stock is immediately convertible at the option of the holder into Common Stock of the Issuer at a conversion ratio of one-for-one. Not Applicable. Of such shares, the reporting person disclaims beneficial ownership of 129,396 shares, with respect to which he has no pecuniary interest. Such shares are held for the benefit of his former spouse pursuant to a Judgment of Divorce dated October 19, 2001, which refers to a "STIPULATION OF SETTLEMENT" dated September 20, 2001. /s/ Scott Galloway 2004-03-17