SEC FORM 3 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*
LEONE DOUGLAS M

(Last) (First) (Middle)
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2012
3. Issuer Name and Ticker or Trading Symbol
CAFEPRESS INC. [ PRSS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) (1) Common Stock 398,095 (1) I See footnote(2)
Series B Convertible Preferred Stock (1) (1) Common Stock 1,272,726 (1) I See footnote(3)
Series B Convertible Preferred Stock (1) (1) Common Stock 138,463 (1) I See footnote(4)
Series B Convertible Preferred Stock (1) (1) Common Stock 40,203 (1) I See footnote(5)
Series B Convertible Preferred Stock (1) (1) Common Stock 16,587 (1) I See footnote(6)
Series B Convertible Preferred Stock (1) (1) Common Stock 912,304 (1) I See footnote(7)
Series B Convertible Preferred Stock (1) (1) Common Stock 124,405 (1) I See footnote(8)
Explanation of Responses:
1. Each share of Issuer's Convertible Preferred Stock will be automatically converted into one share of Issuer's Common Stock upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement of its Common Stock under Section 12(b) of the Securities and Exchange Act of 1934, as amended.
2. Shares held of record by Sequoia Capital IX, LP ("SC IX"). The Reporting Person is a Managing Member of SC IX.I Management, LLC ("SC IX.I Management"), the general partner of SC IX, and may be deemed to share voting and dispositive power with respect to the shares held by SC IX. The Reporting Person disclaims beneficial ownership of the securities held by SC IX except to the extent of his pecuniary interest therein.
3. Shares held of record by Sequoia Capital XI, LP ("SC XI"). The Reporting Person is a Managing Member of SC XI Management, LLC ("SC XI Management"), the general partner of SC XI, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI. The Reporting Person disclaims beneficial ownership of the securities held by SC XI except to the extent of his pecuniary interest therein.
4. Shares held of record by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). The Reporting Person is a Managing Member of SC XI LLC, the managing member of SC XI PF, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. The Reporting Person disclaims beneficial ownership of the securities held by SC XI PF except to the extent of his pecuniary interest therein.
5. Shares held of record by Sequoia Technology Partners XI, LP ("STP XI"). The Reporting Person is a Managing Member of SC XI LLC, the general partner of STP XI, and may be deemed to share voting and dispositive power with respect to the shares held by STP XI. The Reporting Person disclaims beneficial ownership of the securities held by STP XI except to the extent of his pecuniary interest therein.
6. Shares held of record by Sequoia Capital Entrepreneurs Annex Fund, L.P. ("SC Annex"). The Reporting Person is a Managing Member of SC IX.I Management, the general partner of SC Annex, and may be deemed to share voting and dispositive power with respect to the shares held by SC Annex. The Reporting Person disclaims beneficial ownership of the securities held by SC Annex except to the extent of his pecuniary interest therein.
7. Shares held of record by Sequoia Capital Franchise Fund L.P. ("SCFF"). The Reporting Person is a Managing Member of SCFF Management, LLC ("SCFF Management"), the general partner of SCFF, and may be deemed to share voting and dispositive power with respect to the shares held by SCFF. The Reporting Person disclaims beneficial ownership of the securities held by SCFF except to the extent of his pecuniary interest therein.
8. Shares held of record by Sequoia Capital Franchise Partners L.P. ("SCFP"). The Reporting Person is a Managing Member of SCFF Management, the general partner of SCFP, and may be deemed to share voting and dispositive power with respect to the shares held by SCFP. The Reporting Person disclaims beneficial ownership of the securities held by SCFP except to the extent of his pecuniary interest therein.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
/s/ Melinda Dunn, Attorney-in-Fact 03/28/2012
** 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.
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                                                                      Exhibit 24

                            LIMITED POWER OF ATTORNEY
                                       FOR
                              SECTION 16(a) FILINGS

        Know all by these presents, that the undersigned hereby constitutes and
appoints Melinda Dunn the undersigned's true and lawful attorney-in-fact to:

        (1)   Execute for and on behalf of the undersigned, in the
              undersigned's capacity as an officer, director and/or
              stockholder of any corporation or other person in which an
              investment fund affiliated with Sequoia Capital Operations,
              LLC makes an investment (each, a "Company"), Forms 3, 4, and 5
              and amendments thereto in accordance with Section 16(a) of the
              Securities Exchange Act of 1934 and the rules thereunder;

        (2)   Do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete
              and execute any such Form 3, 4, or 5 or amendment thereto and
              timely file such form with the United States Securities and
              Exchange Commission (the "SEC") and any stock exchange or
              similar authority; and

        (3)   Take any other action of any type whatsoever which, in the
              opinion of such attorney-in-fact, may be necessary or
              desirable in connection with the foregoing authority, it being
              understood that the documents executed by such
              attorney-in-fact on behalf of the undersigned
 pursuant to this
              Limited Power of Attorney shall be in such form and shall
              contain such terms and conditions as such attorney-in-fact may
              approve.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is any Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

        This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to any Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact. This Limited Power of
Attorney may be filed with the SEC as a confirming statement of the authority
granted herein.

        IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 21st day of August, 2009.

/s/ Douglas Leone
--------------------------------------
Name: Douglas Leone