Please wait

SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* ARCH ENTREPRENEURS FUND LP (Last) (First) (Middle) 8725 WEST HIGGINS ROAD SUITE 290 (Street) CHICAGO IL 60631 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CELEBRATE EXPRESS, INC. [ BDAY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/25/2004
	4. 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 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	10/25/2004		C		26,442	A	(2)(3)(4)	26,442	D
Common Stock	10/25/2004		C		1,004,754	A	(5)(6)(7)	1,004,754	I	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 B Convertible Preferred Stock	(2)	10/25/2004		C			10,410(2)	10/19/2004	(8)	Common	10,410	(2)	0	D
Series C Convertible Preferred Stock	(3)	10/25/2004		C			12,743(3)	10/19/2004	(8)	Common	12,743	(3)	0	D
Warrant To Purchase Series C Convertible Preferred Stock	(4)	10/25/2004		C			939(4)	10/19/2004	(4)	Common	939	(4)	0	D
Series B Convertible Preferred Stock	(5)	10/25/2004		C			387,579(5)	10/19/2004	(8)	Common	387,579	(5)	0	I	Footnote(5)
Series C Convertible Preferred Stock	(6)	10/25/2004		C			494,707(6)	10/19/2004	(8)	Common	494,707	(6)	0	I	Footnote(6)
Warrant to purchase Series C Preferred Stock	(7)	10/25/2004		C			34,966(7)	10/19/2004	(7)	Common	34,966	(7)	0	I	Footnote(7)

Explanation of Responses:

1. The amount reported in Column 4 represents shares held by ARCH Venture Fund IV, L.P., an affiliated entity of the Reporting Person. With the exception of 87,502 common shares already held by ARCH Venture Fund IV, L.P., the shares were acquired upon conversions of securities described in footnotes below. ARCH Venture Fund IV, L.P. disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares of common stock.

2. The Reporting Person holds 10,410 shares of common stock issued upon the automatic conversion of preferred stock upon the closing of the Celebrate Express initial public offering on October 19, 2004. The Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares of common stock.

3. The Reporting Person holds 12,743 shares of common stock issued upon the automatic conversion of preferred stock upon the closing of the Celebrate Express initial public offering on October 19, 2004. The Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares of common stock.

4. The Reporting Person holds a warrant to purchase 940 shares of preferred stock, which shares automatically converted into 939 shares of common stock upon the close of initial public offering on October 19, 2004. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date of 11/19/11. The Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares of common stock.

5. Represents 387,579 shares of common stock issued upon the automatic conversion of preferred stock held by ARCH Venture Fund IV, L.P., an affiliated entity of the Reporting Person upon the closing of the Celebrate Express initial public offering on October 19, 2004.

6. Represents 494,707 shares of common stock issued upon the automatic conversion of preferred stock held by ARCH Venture Fund IV, L.P., an affiliated entity of the Reporting Person upon the closing of the Celebrate Express initial public offering on October 19, 2004.

7. Represents a warrant to purchase 35,000 shares of preferred stock, which shares automatically converted into 34,966 shares of common stock issued upon the closing of the Celebrate Express initial public offering on October 19, 2004. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date of 11/19/11. These securities are held by ARCH Venture Fund IV, L.P., an affiliated entity of the Reporting Person.

8. These securities are preferred stock of Celebrate Express, Inc. and, except for the Warrants to Purchase Series C Convertible Preferred Stock, do not have an expiration date. Each share of preferred stock automatically converted into one share of Celebrate Express common stock upon the closing of the Celebrate Express initial public offering on October 19, 2004.

	ARCH Entrepreneurs Fund, L.P., By: ARCH Venture Partners IV, LLC, Its General Partner, /s/Mark McDonnell, Attorney-in-fact	10/27/2004
	** 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 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.