SEC FORM
4/A
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
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
J.P. MORGAN PARTNERS |
1221 AVENUE OF THE AMERICAS 40TH FLOOR |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CMGI INC
[ CMGI ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 08/11/2004
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/16/2004
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock, .01 par value |
08/11/2004 |
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S |
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116,388 |
D |
$1.33
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5,883,278
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D |
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Common Stock, .01 par value |
08/12/2004 |
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S |
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64,161 |
D |
$1.26
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5,819,117
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D |
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Common Stock, .01 par value |
08/12/2004 |
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S |
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80,483 |
D |
$1.18
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5,738,634
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D |
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Common Stock, .01 par value |
08/13/2004 |
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S |
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141,333 |
D |
$1.17
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5,597,301
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D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
J.P. MORGAN PARTNERS |
1221 AVENUE OF THE AMERICAS 40TH FLOOR |
(Street)
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1. Name and Address of Reporting Person*
JP MORGAN PARTNERS LLC |
1221 AVENUE OF THE AMERICAS 40TH FLOOR |
(Street)
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1. Name and Address of Reporting Person*
C/O J.P. MORGAN PARTNERS, LLC |
1221 AVENUE OF THE AMERICAS 40TH FLOOR |
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
Remarks: |
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J.P. Morgan Partners (BHCA), L.P. By: JPMP Master Fund Manager, L.P., as general partner By: JPMP Capital Corp., as general partner By: /s/Thomas Syzmoniak Vice President and Assistant Secretary |
08/24/2004 |
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** 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. |
Prepared and filed by St Ives Burrups
JPM BHCA/CMGI, Inc. Exhibit 99.1
Name and Address of Reporting Person(1) |
Designated Reporter(1) |
Date of Earliest Transaction Required to be Reported |
Issuer Name, Ticker
or Trading Symbol |
Title and Amount of
Security |
Title of Derivative Securities and Title and Amount of Securities Underlying Derivative Securities |
Ownership Form:
Direct (D) or Indirect (I) |
Nature of Indirect
Beneficial Ownership |
Disclaims
Pecuniary Interest |
JPMP Master Fund Manager, L.P.
c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas 40th Floor New York, NY 10020 |
J.P. Morgan Partners (BHCA), L.P. |
August 11, 2004 |
CMGI, Inc. (CMGI) |
See Table I |
N/A |
I |
See Explanatory
Note 2 below |
No |
JPMP Capital Corp.
c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas 40th Floor New York, NY 10020 |
J.P. Morgan Partners (BHCA), L.P. |
August 11, 2004 |
CMGI, Inc. (CMGI) |
See Table I |
N/A |
I |
See Explanatory
Note 3 below |
No |
J.P. Morgan Chase & Co.
270 Park Avenue 35th Floor New York, NY 10017 |
J.P. Morgan Partners (BHCA), L.P. |
August 11, 2004 |
CMGI, Inc. (CMGI) |
See Table I |
N/A |
I |
See Explanatory
Note 4 below |
No |
Explanatory Note:
1) |
The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so. Each of the Reporting Persons disclaims beneficial ownership of the Issuers securities to the extent it exceeds such Persons pecuniary interest. |
2) |
The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), a portion of which may be deemed attributable to the Reporting Person because it is the sole general partner of JPM BHCA. |
3) |
The amount shown in Table I represents the beneficial ownership of the Issuers equity securities by JPM BHCA, a portion of which may be deemed attributable to the Reporting Person because it is the general partner of JPMP Master Fund Manager, L.P. (MF Manager), the sole general partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rates of return and vesting of interests within JPM BHCA and MF Manager. |
4) |
The amount shown in Table I represents the beneficial ownership of the Issuers equity securities by JPM BHCA, a portion of which may be deemed attributable to the Reporting Person because it is the sole stockholder of JPMP Capital Corp. and of Chatham Ventures, Inc., the limited partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rates of return and vesting of interests within JPM BHCA and MF Manager. |