Celebrate Express, Inc. - Statement of Changes in Beneficial Ownership (4)
November 07 2007 - 5:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Spencer Capital Management, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
CELEBRATE EXPRESS, INC.
[
BDAY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Footnote (1)
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(Last)
(First)
(Middle)
1995 BROADWAY, SUITE 1801
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/5/2007
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(Street)
NEW YORK, NY 10023
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ 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
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 per share
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11/5/2007
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P
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4800
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A
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$9.09
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1502221
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I
(1)
(2)
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See Footnote
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. 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
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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This Form 4 is filed on behalf of Kenneth H. Shubin Stein, MD, CFA, an individual ("Dr. Shubin Stein"), and Spencer Capital
Management, LLC, a Delaware limited liability company ("SCM", and together with Dr. Shubin Stein, the "Reporting Persons").
SCM is an investment management firm and is the investment manager of certain investment funds. Dr. Shubin Stein is the
controlling person of SCM and certain investment funds and a portfolio manager of certain investment funds.
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(
2)
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As of the date of this filing, SCM owned 1,502,221 shares of Common Stock. By reason of the provisions of Rule 16a-1 of the
Exchange Act and the relationship of the Reporting Persons with each other, Dr. Shubin Stein and SCM may be deemed to be the
beneficial owners of an indeterminate portion of 1,502,221 shares of Common Stock. Each of the Reporting Persons disclaims
beneficial ownership of all shares of the Common Stock, except to the extent of any direct or indirect pecuniary interest
therein, and this Form 4 shall not be deemed an admission that any such person is a beneficial owner of the shares of Common
Stock reported as beneficially owned herein for purposes of Section 16 of the Exchange Act or for any other purpose.
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Remarks:
Exhibit List
Exhibit 99.1 - Joint Filer Information
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Spencer Capital Management, LLC
1995 BROADWAY, SUITE 1801
NEW YORK, NY 10023
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X
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See Footnote (1)
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Shubin Stein Kenneth H
1995 BROADWAY, SUITE 1801
NEW YORK, NY 10023
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X
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X
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See Footnote (1)
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Signatures
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/s/ Kenneth H. Shubin Stein, MD, CFA, Authorized Signatory for Spencer Capital Management, LLC
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11/7/2007
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**
Signature of Reporting Person
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Date
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/s/ Kenneth H. Shubin Stein, MD, CFA
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11/7/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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