SEC FORM 3

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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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ARCH ENTREPRENEURS FUND LP

(Last)

(First)

(Middle)

8725 W HIGGINS ROAD

SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2004

3. Issuer Name and Ticker or Trading Symbol
CELEBRATE EXPRESS, INC. [ BDAY ]

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)
Common Stock	2,350	D
Common Stock	87,502	I⁽⁵⁾	By ARCH Venture Fund IV, L.P.⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Convertible Preferred Stock	10/19/2004	⁽¹⁾	Common Stock	10,409⁽⁴⁾	⁽¹⁾	D
Series C Convertible Preferred Stock	10/19/2004	⁽¹⁾	Common Stock	12,741⁽⁴⁾	⁽¹⁾	D
Warrant to Purchase Series C Convertible Preferred Stock	10/19/2004	11/19/2011	Series C Convertible Preferred Stock/Common Stock	940⁽⁴⁾	⁽¹⁾	D
Series B Convertible Preferred Stock	10/19/2004	⁽¹⁾	Common Stock	387,579⁽⁴⁾	⁽¹⁾	I	By ARCH Venture Fund IV, L.P.⁽²⁾
Series C Convertible Preferred Stock	10/19/2004	⁽¹⁾	Common Stock	494,706⁽⁴⁾	⁽¹⁾	I	By ARCH Venture Fund IV, L.P.⁽³⁾
Warrant to Purchase Series C Convertible Preferred Stock	10/19/2004	11/19/2011	Series C Convertible Preferred Stock/Common Stock	35,000⁽⁴⁾	⁽¹⁾	I	By ARCH Venture Fund IV, L.P.⁽⁶⁾

Explanation of Responses:

1. These securities are preferred stock of Celebrate Express, Inc. and, except for the Warrant to Purchase Series C Convertible Preferred Stock, do not have an expiration date. Upon the closing of the Issuer's initial public offering, each share of its preferred stock will convert automatically into one share of common stock. The Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

2. Represents securities held by ARCH Venture Fund IV, L.P., an affiliated entity of the Reporting Person. Represents 387,579 shares of common stock upon conversion of preferred stock.

3. Represents securities held by ARCH Venture Fund IV, L.P., an affiliated entity of the Reporting Person. Represents 494,706 shares of common stock upon conversion of preferred stock.

4. Share amounts reflect a 1 for 1.51 reverse stock split effective upon the consummation of the initial public offering.

5. Represents common stock held by ARCH Venture Fund IV, L.P., an affiliated entity of the Reporting Person.

6. Represents securities held by ARCH Venture Fund IV, L.P., an affiliated entity of the Reporting Person. Represents a warrant to purchase 35,000 shares of preferred stock, which shares automatically convert to common stock upon the close of initial public offering. Warrant is exercisable until the earlier of a close of an initial public offering or its expiration date.

	ARCH Entrepreneurs Fund, L.P., By: ARCH Venture Partners IV, LLC, Its: General Partner, By: /s/ Keith Crandell, Managing Director	10/19/2004
	** 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).
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.