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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 VENTURE PARTNERS IV LLC (Last) (First) (Middle) C/O ARCH VENTURE PARTNERS 8725 W. HIGGINS RD. #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		1,031,196	A	(2)(3)(4)	1,031,196	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			397,989(2)	10/19/2004	(5)	Common	397,989	(2)	0	I	Footnote(2)
Series C Convertible Preferred Stock	(3)	10/25/2004		C			507,450(3)	10/19/2004	(5)	Common	507,450	(3)	0	I	Footnote(3)
Warrant to Purchase Series C Convertible Preferred Stock	(4)	10/25/2004		C			35,905(4)	10/19/2004	(4)	Common	35,905	(4)	0	I	Footnote(4)

Explanation of Responses:

1. The amount reported in Column 4 represents shares held by ARCH Venture Fund IV, L.P. and ARCH Entrepreneurs Fund, L.P., both are affiliated entities of the Reporting Person. The Reporting Person is the general partner of ARCH Venture Fund IV, L.P. and ARCH Entrepreneurs Fund, L.P. With the exception of 87,502 common shares already held by ARCH Venture Fund IV, L.P. and 2,350 common shares already held by ARCH Entrepreneurs Fund, L.P., the shares were acquired upon conversions of securities described in footnotes below. ARCH Venture Partners IV, LLC 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. Represents securities held by ARCH Venture Fund IV, L.P. and ARCH Entrepreneurs Fund, L.P., both are affiliated entities of the Reporting Person. ARCH Venture Fund IV, L.P. holds 387,579 shares of common stock upon conversion of preferred stock while ARCH Entrepreneurs Fund, L.P. holds 10,410 shares of common stock upon conversion of preferred stock. The Reporting Person is the general partner of ARCH Venture Fund IV, L.P. and ARCH Entrepreneurs Fund, L.P., and disclaims beneficial ownership of such securities except to the extent of its 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. Represents securities held by ARCH Venture Fund IV, L.P. and ARCH Entrepreneurs Fund, L.P., both are affiliated entities of the Reporting Person. ARCH Venture Fund IV, L.P. holds 494,707 shares of common stock upon conversion of preferred stock while ARCH Entrepreneurs Fund, L.P. holds 12,743 shares of common stock upon conversion of preferred stock. The Reporting Person is the general partner of ARCH Venture Fund IV, L.P. and ARCH Entrepreneurs Fund, L.P., and disclaims beneficial ownership of such securities except to the extent of its 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. Represents securities held by ARCH Venture Fund IV, L.P. (AVF IV) and ARCH Entrepreneurs Fund, L.P. (AEF), both are affiliated entities of the Reporting Person. AVF IV holds 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 Celebrate Express IPO. AEF holds a warrant to purchase 940 shares of preferred stock, which shares automatically converted into 939 shares of common stock issued upon the closing of the Celebrate Express IPO. 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 is the general partner of AVF IV and AEF, and disclaims beneficial ownership of such securities except to the extent of its 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. 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 Venture Partners IV, LLC, By: /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).
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