SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.     )

 

 

CAFEPRESS INC.

(Name of Issuer)

 

 

COMMON STOCK

(Title of Class of Securities)

12769A103

(CUSIP Number)

12/31/12

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

 

 

(Continued on following pages)

Page 1 of 17 Pages


CUSIP NO. 12769A103    13 G    Page 2 of 17 Pages

 

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL IX, L.P. (“SC IX”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3335835

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

398,095

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

398,095

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

398,095

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.3%

12  

TYPE OF REPORTING PERSON

 

PN

 


CUSIP NO. 12769A103    13 G    Page 3 of 17 Pages

 

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL ENTREPRENEURS ANNEX FUND, L.P. (“ANNEX”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3354706

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

16,587

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

16,587

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,587

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%

12  

TYPE OF REPORTING PERSON

 

PN

 


CUSIP NO. 12769A103    13 G    Page 4 of 17 Pages

 

 

  1   

NAME OF REPORTING PERSON

 

SC IX.I MANAGEMENT, LLC (“SC IX.I LLC”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

90-0157711

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

414,682 shares of which 398,095 shares are directly held by SC

IX and 16,587 shares are directly held by ANNEX. SC IX.I

LLC is the General Partner of SC IX and ANNEX.

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

414,682 shares of which 398,095 shares are directly held by SC

IX and 16,587 shares are directly held by ANNEX. SC IX.I

LLC is the General Partner of SC IX and ANNEX.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

414,682

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.4%

12  

TYPE OF REPORTING PERSON

 

OO

 


CUSIP NO. 12769A103    13 G    Page 5 of 17 Pages

 

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL XI, L.P. (“SC XI”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

54-2094242

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,272,726

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,272,726

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,272,726

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.4%

12  

TYPE OF REPORTING PERSON

 

PN

 


CUSIP NO. 12769A103    13 G    Page 6 of 17 Pages

 

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA TECHNOLOGY PARTNERS XI, L.P. (“STP XI”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-0005558

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

40,203

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

40,203

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

40,203

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2%

12  

TYPE OF REPORTING PERSON

 

PN

 


CUSIP NO. 12769A103    13 G    Page 7 of 17 Pages

 

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL XI PRINCIPALS FUND LLC (“SC XI PF”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-0040683

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

138,463

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

138,463

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

138,463

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.8%

12  

TYPE OF REPORTING PERSON

 

OO

 


CUSIP NO. 12769A103    13 G    Page 8 of 17 Pages

 

 

  1   

NAME OF REPORTING PERSON

 

SC XI MANAGEMENT, LLC (“SC XI LLC”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

13-4236767

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,451,392 shares of which 1,272,726 shares are directly held by SC XI, 40,203 shares are directly held by STP XI and 138,463 shares are directly held by SC XI PF. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF.

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,451,392 shares of which 1,272,726 shares are directly held by SC XI, 40,203 shares are directly held by STP XI and 138,463 shares are directly held by SC XI PF. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,451,392

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.5%

12  

TYPE OF REPORTING PERSON

 

OO

 


CUSIP NO. 12769A103    13 G    Page 9 of 17 Pages

 

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL FRANCHISE FUND, L.P. (“SCFF”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3324307

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

912,304

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

912,304

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

912,304

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.3%

12  

TYPE OF REPORTING PERSON

 

PN

 


CUSIP NO. 12769A103    13 G    Page 10 of 17 Pages

 

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P. (“SCFP”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3330616

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

124,405

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

124,405

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

124,405

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.7%

12  

TYPE OF REPORTING PERSON

 

PN

 


CUSIP NO. 12769A103    13 G    Page 11 of 17 Pages

 

 

  1   

NAME OF REPORTING PERSON

 

SCFF MANAGEMENT, LLC (“SCFF LLC”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3324306

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,036,709 shares of which 912,304 shares are directly held by SCFF and 124,405 shares are directly held by SCFP. SCFF LLC is the General Partner of SCFF and SCFP.

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,036,709 shares of which 912,304 shares are directly held by SCFF and 124,405 shares are directly held by SCFP. SCFF LLC is the General Partner of SCFF and SCFP.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,036,709

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.1%

12  

TYPE OF REPORTING PERSON

 

OO

 


CUSIP NO. 12769A103    13 G    Page 12 of 17 Pages

 

 

ITEM 1.

 

  (a) Name of Issuer:             CafePress Inc.

 

  (b) Address of Issuer’s Principal Executive Offices:

6901 Riverport Drive

Louisville, KY 40258

 

ITEM 2.

 

(a) Name of Persons Filing:

Sequoia Capital IX, L.P.

Sequoia Capital Entrepreneurs Annex Fund, L.P.

SC IX.I Management, LLC

Sequoia Capital XI, L.P.

Sequoia Technology Partners XI, L.P.

Sequoia Capital XI Principals Fund, LLC

SC XI Management, LLC

Sequoia Capital Franchise Fund, L.P.

Sequoia Capital Franchise Partners, L.P.

SCFF Management, LLC

SC IX.I LLC is the General Partner of SC IX and ANNEX. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. SCFF LLC is the General Partner of SCFF and SCFP.

 

(b) Address of Principal Business Office or, if none, Residence:

3000 Sand Hill Road, 4-250

Menlo Park, CA 94025

Citizenship:

SC IX.I LLC, SC IX, ANNEX, SC XI LLC, SC XI, STP XI, SC XI PF, SCFF LLC, SCFF, SCFP: Delaware

 

(c) Title of Class of Securities: Common Stock

 

(d) CUSIP Number:                 12769A103

 

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

ITEM 4. Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES


CUSIP NO. 12769A103    13 G    Page 13 of 17 Pages

 

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ¨

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

NOT APPLICABLE

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE

 

ITEM 10. CERTIFICATION

NOT APPLICABLE


CUSIP NO. 12769A103    13 G    Page 14 of 17 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2013

Sequoia Capital IX, L.P.

Sequoia Capital Entrepreneurs Annex Fund, L.P.

 

  By:   SC IX.I Management, LLC
 

a Delaware Limited Liability Company

General Partner of Each

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

SC IX.I Management, LLC, a Delaware Limited Liability Company

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

Sequoia Capital XI, a Delaware Limited Partnership

Sequoia Technology Partners XI, a Delaware Limited Partnership

 

  By:   SC XI Management, LLC
   

A Delaware Limited Liability Company

General Partner of Each

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

Sequoia Capital XI Principals Fund, a Delaware Multiple Series LLC

 

  By:   SC XI Management, LLC
   

A Delaware Limited Liability Company

Its Managing Member

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

SC XI Management, LLC

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member


CUSIP NO. 12769A103    13 G    Page 15 of 17 Pages

 

Sequoia Capital Franchise Fund, L.P.

Sequoia Capital Franchise Partners, L.P.

 

  By:   SCFF Management, LLC
 

a Delaware Limited Liability Company

General Partner of Each

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

SCFF Management, LLC, a Delaware Limited Liability Company

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

 


CUSIP NO. 12769A103    13 G    Page 16 of 17 Pages

 

EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that the Schedule 13G relating to the common stock of CafePress Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 12, 2013

Sequoia Capital IX, L.P.

Sequoia Capital Entrepreneurs Annex Fund, L.P.

 

  By:   SC IX.I Management, LLC
 

a Delaware Limited Liability Company

General Partner of Each

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

SC IX.I Management, LLC, a Delaware Limited Liability Company

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

Sequoia Capital XI, a Delaware Limited Partnership

Sequoia Technology Partners XI, a Delaware Limited Partnership

 

  By:   SC XI Management, LLC
   

A Delaware Limited Liability Company

General Partner of Each

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

Sequoia Capital XI Principals Fund, a Delaware Multiple Series LLC

 

  By:   SC XI Management, LLC
   

A Delaware Limited Liability Company

Its Managing Member

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member


CUSIP NO. 12769A103    13 G    Page 17 of 17 Pages

 

SC XI Management, LLC

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

Sequoia Capital Franchise Fund, L.P.

Sequoia Capital Franchise Partners, L.P.

 

  By:   SCFF Management, LLC
 

a Delaware Limited Liability Company

General Partner of Each

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

SCFF Management, LLC, a Delaware Limited Liability Company

 

  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member