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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
FAVRILLE INC [ FVRL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year)
02/02/2005 |
||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 02/07/2005 | C | 2,452,949 | A | $0 | 2,561,381 | I | See Footnote ( 1 ) | ||
Common Stock | 02/07/2005 | P | 714,285 | A | $7 | 3,275,666 | I | See Footnote ( 1 ) |
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 | ( 2 ) | 02/07/2005 | C | 481,926 | ( 8 ) | ( 9 ) | Common Stock | 481,926 | $0 | 0 | I | See footnote ( 3 ) | |||
Series B Convertible Preferred Stock | ( 2 ) | 02/07/2005 | C | 593,737 | ( 8 ) | ( 9 ) | Common Stock | 593,737 | $0 | 0 | I | See footnote ( 4 ) | |||
Series B-2 Convertible Preferred Stock | ( 2 ) | 02/07/2005 | C | 467,829 | ( 8 ) | ( 9 ) | Common Stock | 467,829 | $0 | 0 | I | See footnote ( 5 ) | |||
Series C Convertible Preferred Stock | ( 6 ) | 02/07/2005 | C | 836,964 | ( 8 ) | ( 9 ) | Common Stock | 909,455 | $0 | 0 | I | See footnote ( 7 ) |
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. The shares are held of record as follows: 100,001 shares by Forward Ventures III, L.P. ("FV III"), 378,713 shares by Forward Ventures III Institutional Partners, L.P. ("Institutional"), 2,578,372 shares by Forward Ventures IV, L.P. ("FV IV") and 218,580 shares by Forward Ventures IV B, L.P. ("FV IV B"). Standish M. Fleming and Ivor Royston are the Managing Members of (a) Forward III Associates, LLC , the general partner of FV III LP and Institutional, and (b) Forward IV Associates, LLC, the general partner of FV IV LP and FV IV B. |
2. 1 for 1 |
3. The shares are held of record as follows: 20,134 shares by FV III, 76,250 shares by Institutional, 355,412 shares by FV IV and 30,130 shares by FV IV B. |
4. The shares are held of record as follows: 19,804 shares by FV III, 75,000 shares by Institutional, 459,942 shares by FV IV and 38,991 shares by FV IV B. |
5. The shares are held of record as follows: 24,729 shares by FV III, 93,650 shares by Institutional, 322,141 shares by FV IV and 27,309 shares by FV IV B. |
6. 1.086614 for 1 |
7. The shares are held of record as follows: 11,672 shares by FV III, 44,203 shares by Institutional, 720,048 shares by FV IV and 61,043 shares by FV IV B. |
8. Immediately. |
9. Not applicable. |
/s/ Ivor Royston | 02/07/2005 | |
** 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. |