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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PROVIDE COMMERCE INC [ PRVD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/22/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 132,273 | D | ||||||||
Common Stock | 3,347,988 | I(1) | See footnote 1.(1) | |||||||
Common Stock | 12/22/2003 | C | 1,920,400 | A(2) | (2) | 1,920,400 | I(3) | See footnote 3.(3) | ||
Common Stock | 12/22/2003 | S | 1,561,274 | D | $15 | 359,126 | I(3) | See footnote 3.(3) | ||
Common Stock | 12/22/2003 | C | 655,584 | A(4) | (4) | 655,584 | I(1) | See footnote 1.(1) | ||
Common Stock | 12/22/2003 | C | 54,772 | A(2) | (2) | 54,772 | D | |||
Common Stock | 12/22/2003 | S | 54,772 | D | $15 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Preferred Stock | (4) | 12/22/2003(4) | C | 191,157 | (5) | (6) | Common Stock | 655,584(4) | (4) | 0 | I(1) | See footnote 1.(1) | |||
Series B Preferred Stock | (2) | 12/22/2003(2) | C | 5,306,577 | (7) | (8) | Common Stock | 1,920,400(2) | (2) | 0 | I(3) | See footnote 3.(3) | |||
Series B Preferred Stock | (2) | 12/22/2003(2) | C | 151,353 | (7) | (8) | Common Stock | 54,772(2) | (2) | 0 | D |
Explanation of Responses: |
1. Securities are held by JPS International, LLC, a Delaware limited liability company in which the Reporting Person is the sole member and manager ("International"). The Reporting Person disclaims beneficial ownership of the securities held by International except to the extent of his pecuniary interest therein. |
2. Upon the closing of the Issuer's initial public offering, each share of the Issuer's Series B Preferred Stock was automatically converted into 0.361889 shares of the Issuer's common stock. |
3. Securities are held by Internet Floral Concepts, L.P., a Delaware limited partnership ("Concepts"). JPS International, LLC, a Delaware limited liability company in which the Reporting Person is the sole member and manager ("International"), is the sole general partner of Concepts. The Reporting Person disclaims beneficial ownership of the securities held by Concepts except to the extent of his pecuniary interest therein. |
4. Upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A Preferred Stock was automatically converted into 3.42956 shares of the Issuer's common stock. |
5. The Issuer's Series A Preferred Stock was convertible into the Issuer's common stock immediately upon issuance at the option of the holder. |
6. The Issuer's Series A Preferred Stock does not have an expiration date. |
7. The Issuer's Series B Preferred Stock was convertible into the Issuer's common stock immediately upon issuance at the option of the holder. |
8. The Issuer's Series B Preferred Stock does not have an expiration date. |
Jeremy W. Makarechian, Attorney in Fact | 12/22/2003 | |
** 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. |