SC 13G/A 1 j2804_sc13ga.htm SC 13G/A Hummer - DeltaPoint Schedule 13G Original - 1996

UNITED STATES

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. 2)*

Webvan Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

94845V-10-7

(CUSIP Number)

December 31, 2001

(Date of Event Which Requires Filing of this Statement)

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

o

 

Rule 13d-1(b)

o

 

Rule 13d-1(c)

x

 

Rule 13d-1(d)

 

 

 

 

`

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.  94845V-10-7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
                Benchmark Capital Partners, L.P.
                Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2

 

CUSIP No.  94845V-10-7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
                Benchmark Founders’ Fund, L.P.
                Tax ID Number:   

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

3

 

CUSIP No.  94845V-10-7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
                Benchmark Capital Management Co., L.L.C.
                Tax ID Number:

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

 

4

 

CUSIP No.  94845V-10-7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
                David M. Beirne
               

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

5

 

CUSIP No.  94845V-10-7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
                Bruce W. Dunlevie

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
25,932 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
25,932 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
25,932

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

6

 

CUSIP No.  94845V-10-7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
                J. William Gurley
               

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,967 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
2,967 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,967

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

7

 

CUSIP No.  94845V-10-7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
                Kevin R. Harvey
               

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

8

 

CUSIP No.  94845V-10-7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
                Robert C. Kagle
               

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,004 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
2,004 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,004

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

9

 

CUSIP No.  94845V-10-7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
                Andrew S. Rachleff
               

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

10

 

CUSIP No.  94845V-10-7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
                Steven M. Spurlock

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

11

                This statement amends the Statement on 13G filed by Benchmark Capital Partners, L.P., Benchmark Founders’ Fund, L.P., Benchmark Capital Management Co., L.L.C., David M. Beirne, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Andrew S. Rachleff and Steven M. Spurlock, the members of Benchmark Capital Management Co., L.L.C.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

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:

See Row 9 of cover page for each Reporting Person.

(b)                                  Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)                                  Number of shares as to which such person has:

(i)                                    Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)                                Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)                            Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)                               Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

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:  x  Yes

 

12

 

SIGNATURES

 

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.

 

Date:  February 11, 2002

 

 

 

 

 

 

BENCHMARK CAPITAL PARTNERS, L.P., a Delaware
Limited Partnership

 

By:

Benchmark Capital Management Co., L.L.C.,

 

 

a Delaware Limited Liability Company

 

 

Its General Partner

 

 

 

 

BENCHMARK FOUNDERS’ FUND, L.P., a Delaware
Limited Partnership

 

By:

Benchmark Capital Management Co., L.L.C.,

 

 

a Delaware Limited Liability Company

 

 

Its General Partner

 

 

 

 

BENCHMARK CAPITAL MANAGEMENT CO., L.L.C.,
a Delaware Limited Liability Company

 

 

 

 

 

 

 

By:

/s/  Steven M. Spurlock

 

 

Steven M. Spurlock

 

 

Member

 

 

 

 

 

 

 

DAVID M. BEIRNE

 

BRUCE W. DUNLEVIE

 

J. WILLIAM GURLEY

 

KEVIN R. HARVEY

 

ROBERT C. KAGLE

 

ANDREW S. RACHLEFF

 

STEVEN M. SPURLOCK

 

 

 

 

 

 

 

By:

/s/  Steven M. Spurlock

 

 

Steven M. Spurlock

 

 

Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
http://www.sec.gov/divisions/corpfin/forms/13g.htm
Last update: 06/04/2001

 

13

EXHIBIT INDEX



Exhibit

 

Found on
Sequentially
Numbered Page

Exhibit A:  Agreement of Joint Filing

15

 

14

EXHIBIT A

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Webvan Group, Inc. shall be filed on behalf of each of the Reporting Persons.  Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

15