SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
CHEUNG KONG HOLDINGS LTD

(Last) (First) (Middle)
7TH FLOOR, CHEUNG KONG CENTER
2 QUEEN'S ROAD CENTRAL

(Street)
HONG KONG

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2003
3. Issuer Name and Ticker or Trading Symbol
CRITICAL PATH INC [ CPTH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Preferred Stock 11/08/2001 11/08/2005 ( 1 ) Common Stock 1,658,889 4.2 ( 2 ) I See footnote 2
Series D Preferred Stock 11/08/2001 11/08/2005 ( 1 ) Common Stock 828,949 4.2 ( 3 ) I See footnote 3
Subordinated Convertible Notes 04/01/2000 01/05/2005 Common Stock 12,527 405.92 ( 4 ) I See footnote 4
Subordinated Convertible Notes 04/01/2000 01/05/2005 Common Stock 5,749 405.92 ( 5 ) I See footnote 5
Subordinated Convertible Notes 04/01/2000 01/05/2005 Common Stock 21,006 405.92 ( 6 ) I See footnote 6
Explanation of Responses:
1. There is no expiration date by which the Series D Cumulative Redeemable Convertible Preferred Stock, par value $0.001 per share ("Series D Preferred Stock"), of Critical Path Inc., a California corporation (the "Issuer") must be converted into common stock, par value US$0.001 per share (the "Common Stock") of the Issuer. However (i) if, as of any date after November 8, 2005, the average closing price per share of Common Stock of the Issuer for any 60 consecutive trading days equals or exceeds 400% of the accreted value, then the Issuer has the right, at its option, to redeem within 30 days, all of the outstanding shares of Preferred Stock for cash at a price per share equal to the accreted value plus the sum of all dividends accrued since the previous semi-annual compounding date and all dividends that would have accrued and compounded from the closing date of such optional redemption through and until November 8, 2006.
2. Cheung Kong (Holdings) Limited ("Cheung Kong") beneficially owns 436,363 shares of Series D Preferred Stock through its wholly owned subsidiary, Campina Enterprises Limited ("Campina"), convertible into 1,658,889 shares of Common Stock (including accretion of dividends as at November 17, 2003).
3. Hutchison Whampoa Limited ("HWL") beneficially owns 436,364 shares of Series D Preferred Stock through its wholly owned subsidiary Cenwell Limited ("Cenwell"), convertible into 1,658,893 shares of Common Stock (including accretion of dividends as at November 17, 2003). Cheung Kong owns 49.97% of the issued shares of HWL, and its proportionate interest in the shares of Common Stock issuable upon conversion to HWL and Cenwell is 828,949 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock owned by HWL and Cenwell. The filing of this Form 3 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares.
4. Cheung Kong beneficially owns $5,085,000 principal amount of the Issuer's 5 3/4% Convertible Subordinated Notes due April 2005 ("5 3/4% Notes") through its wholly owned subsidiary Campina, convertible into 12,527 shares of Common Stock.
5. HWL beneficially owns $4,670,000 principal amount of 5 3/4% Notes through its wholly owned subsidiary Cenwell, convertible into 11,505 shares of Common Stock. Cheung Kong's proportionate interest in the shares of Common Stock issuable upon conversion to HWL and Cenwell is 5,749 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock issuable upon conversion to HWL and Cenwell. The filing of this Form 3 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares.
6. CK Life Sciences Int'l., (Holdings) Inc. ("CKLS") beneficially owns $19,375,000 principal amount of 5 3/4% Notes through its wholly owned subsidiary Great Affluent Limited ("GAL"), convertible into 47,731 shares of Common Stock. Cheung Kong owns 44.01% of the issued shares of CKLS, and its proportionate interest in the shares of Common Stock issuable upon conversion to CKLS and GAL is 21,006 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock issuable upon conversion to CKLS and GAL. The filing of this Form 3 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares.
/s/ Cheung Kong (Holdings) Limited 12/01/2003
** 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 5 (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).
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