CUSIP No. 15100A104
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Item 1(a). Name of Issuer:
Celebrate Express, Inc.
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(b). Address of Issuer's Principal Executive Offices:
11220 120th Avenue NE
Kirkland, Washington 98033
United States
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Item 2(a). Name of Persons Filing:
Hawkshaw Capital Management, LLC
Hawkshaw Capital Partners, LP
Frank C. Byrd III
Kian Ghazi
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(b). Address of Principal Business Office, or if None, Residence:
Hawkshaw Capital Management, LLC
400 Madison Avenue, 14th Floor
New York, NY 10017
Hawkshaw Capital Partners, LP
c/o Hawkshaw Capital Management, LLC
400 Madison Avenue, 14th Floor
New York, NY 10017
Frank C. Byrd III
c/o Hawkshaw Capital Management, LLC
400 Madison Avenue, 14th Floor
New York, NY 10017
Kian Ghazi
c/o Hawkshaw Capital Management, LLC
400 Madison Avenue, 14th Floor
New York, NY 10017
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(c). Citizenship:
Hawkshaw Capital Management, LLC - Delaware
Hawkshaw Capital Partners, LP - Delaware
Frank C. Byrd III - United States of America
Kian Ghazi - United States of America
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(d). Title of Class of Securities:
Common Stock, $0.001 par value
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(e). CUSIP Number:
15100A104
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Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act (15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15
U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
Hawkshaw Capital Management, LLC - 1,011,235
Hawkshaw Capital Partners, LP - 460,690
Frank C. Byrd III - 1,011,235
Kian Ghazi - 1,011,235
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(b) Percent of class:
Hawkshaw Capital Management, LLC - 12.7%
Hawkshaw Capital Partners, LP - 5.8%
Frank C. Byrd III - 12.7% Kian Ghazi - 12.7%
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(c) Number of shares as to which the person has:
Hawkshaw Capital Management, LLC
(i) Sole power to vote or to direct the vote 0
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(ii) Shared power to vote or to direct the vote 1,011,235
--------------,
(iii) Sole power to dispose or to direct the
disposition of 0
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(iv) Shared power to dispose or to direct the
disposition of 1,011,235
--------------.
Hawkshaw Capital Partners, LP
(i) Sole power to vote or to direct the vote 0
--------------,
(ii) Shared power to vote or to direct the vote 460,690
--------------,
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 460,690
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Frank C. Byrd III
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
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(ii) Shared power to vote or to direct the vote 1,011,235
--------------,
(iii) Sole power to dispose or to direct the
disposition of 0
--------------,
(iv) Shared power to dispose or to direct the
disposition of 1,011,235
--------------.
Kian Ghazi
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
--------------,
(ii) Shared power to vote or to direct the vote 1,011,235
--------------,
(iii) Sole power to dispose or to direct the
disposition of 0
--------------,
(iv) Shared power to dispose or to direct the
disposition of 1,011,235
--------------.
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 [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should
be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
If a parent holding company or Control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant to
ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
N/A
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Item 10. Certification.
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having such purpose or effect.
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