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 RULE 13d-2(b)
(Amendment No. 3)
InterNap Network Services Corporation
-------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
------------------------------
(Title of Class of Securities)
45885A-10-2
-----------
(CUSIP Number)
December 31, 2003
-----------------
(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)
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 2 of 16
1 Name Of Reporting Person TI VENTURES, L.P.
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 2,472,309
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 2,472,309
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 2,472,309
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 1.1%
12 Type Of Reporting Person PN
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 3 of 16
1 Name Of Reporting Person H&Q INTERNAP INVESTORS, L.P.
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 2,472,309
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 2,472,309
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 2,472,309
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 1.1%
12 Type Of Reporting Person PN
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 4 of 16
1 Name Of Reporting Person TODD U.S. VENTURES LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization Texas
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 2,472,309
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 2,472,309
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 2,472,309
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 1.1%
12 Type Of Reporting Person OO
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 5 of 16
1 Name Of Reporting Person H&Q INTERNAP INVESTMENT MANAGEMENT, LLC
IRS Identification No. Of Above Person
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 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 2,472,309
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 2,472,309
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 2,472,309
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 1.1%
12 Type Of Reporting Person OO
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 6 of 16
1 Name Of Reporting Person H&Q TI VENTURES MANAGEMENT, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 2,472,309
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 2,472,309
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 2,472,309
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 1.1%
12 Type Of Reporting Person OO
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 7 of 16
1 Name Of Reporting Person H&Q TODD VENTURES MANAGEMENT LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 2,472,309
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 2,472,309
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 2,472,309
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 1.1%
12 Type Of Reporting Person OO
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 8 of 16
1 Name Of Reporting Person GRANITE VENTURES, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 2,472,309
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 2,472,309
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 2,472,309
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 1.1%
12 Type Of Reporting Person OO
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 9 of 16
1 Name Of Reporting Person SAMUEL D. KINGSLAND
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization United States
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 2,472,309
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 2,472,309
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 2,472,309
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 1.1%
12 Type Of Reporting Person IN
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 10 of 16
1 Name Of Reporting Person STANDISH H. O'GRADY
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization United States
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 2,472,309
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 2,472,309
9 Aggregate Amount Beneficially Owned By Each
Reporting Person 2,472,309
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 1.1%
12 Type Of Reporting Person IN
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 11 of 16
Item 1(a). Name of Issuer.
--------------
InterNap Network Services Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
-----------------------------------------------
250 Williams Street, Atlanta, GA 30303.
Item 2(a). Names of Persons Filing.
-----------------------
Reference is made to Item 1 of each of the cover pages of this
Schedule, which Items are incorporated by reference herein.
Item 2(b). Address of Principal Business Office or, if none, Residence.
-----------------------------------------------------------
The address of each reporting person is One Bush Street, San
Francisco, California 94104.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover pages of this
Schedule, which Items are incorporated by reference herein.
Item 2(d). Title of Class of Securities.
----------------------------
Common Stock, $0.001 par value ("Common Stock").
Item 2(e). CUSIP Number.
------------
45885A-10-2
Item 3. Type of Reporting Person.
------------------------
Not applicable.
Item 4. Ownership.
---------
Reference is made to Items 5-9 and 11 of each of the cover pages
to this Schedule, which Items are incorporated by reference herein.
According to information provided by the Issuer, there were 228,751,383
shares of Common Stock issued and outstanding as of December 31, 2003. At
December 31, 2003, the reporting persons owned the following shares of
Common Stock, shares of Series A Preferred Stock convertible into the
following shares of Common Stock, and warrants to acquire the following
shares of Common Stock:
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 12 of 16
Series A
Common Stock Preferred
Person Directly Owned Stock Warrants
------ -------------- --------- --------
TI Ventures, L.P. -0- -0- -0-
H&Q InterNap Investors, L.P. -0- -0- -0-
Todd U.S. Ventures LLC -0- 1,354,692 338,673
Granite Ventures, LLC 41,290 21,495 3,444
Samuel D. Kingsland 223,770 51,675 8,279
Standish H. O'Grady 240,221 174,396 14,374
TOTAL 505,281 1,602,258 364,770
======= ========= =======
Because voting and investment decisions concerning the above
securities may be made by or in conjunction with the other reporting persons,
each of the reporting persons may be deemed a member of a group that shares
voting and dispositive power over all of the above securities. Although the
reporting persons are reporting such securities as if they were members of a
group, the filing of this Schedule shall not be construed as an admission by
any reporting person that it is a beneficial owner of any securities other
than those directly held by such reporting person.
Under the definition of "beneficial ownership" in Rule 13d-3 under
the Securities Exchange Act of 1934, it is also possible that the individual
general partners, directors, executive officers, members and/or managers of
the foregoing entities might be deemed the "beneficial owners" of some or all
of the securities to which this Schedule relates in that they might be deemed
to share the power to direct the voting or disposition of such securities.
Neither the filing of this Schedule nor any of its contents shall be deemed
to constitute an admission that any of such individuals is, for any purpose,
the beneficial owner of any of the securities to which this Schedule relates,
and such beneficial ownership is expressly disclaimed.
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 persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following [x].
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.
------------------------------------------------------------------
Not applicable.
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 13 of 16
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. 45885A-10-2 SCHEDULE 13G Page 14 of 16
Signature
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: February 5, 2004.
TI VENTURES, L.P. H&Q TODD VENTURES MANAGEMENT LLC
By:------/s/------------- By:-------/s/------------
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q INTERNAP INVESTORS, L.P. GRANITE VENTURES, LLC
By:-------/s/------------ By:-------/s/------------
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
TODD U.S. VENTURES LLC SAMUEL D. KINGSLAND
By:-------/s/------------ By:-------/s/------------
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q TI VENTURES MANAGEMENT, LLC STANDISH H. O'GRADY
By:-------/s/------------ By:-------/s/------------
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q INTERNAP INVESTMENT
MANAGEMENT, LLC
By:-------/s/------------
Jackie A. Berterretche
Attorney-in-Fact
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 15 of 16
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 16
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 16 of 16
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute
this agreement as an exhibit to this Schedule 13G to evidence the agreement
of the below-named parties, in accordance with rules promulgated pursuant to
the Securities Exchange Act of 1934, to file this Schedule and any subsequent
amendment jointly on behalf of each of such parties.
DATED: February 5, 2004.
TI VENTURES, L.P. H&Q TODD VENTURES MANAGEMENT LLC
By:------/s/------------- By:-------/s/------------
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q INTERNAP INVESTORS, L.P. GRANITE VENTURES, LLC
By:-------/s/------------ By:-------/s/------------
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
TODD U.S. VENTURES LLC SAMUEL D. KINGSLAND
By:-------/s/------------ By:-------/s/------------
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q TI VENTURES MANAGEMENT, LLC STANDISH H. O'GRADY
By:-------/s/------------ By:-------/s/------------
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q INTERNAP INVESTMENT
MANAGEMENT, LLC
By:-------/s/------------
Jackie A. Berterretche
Attorney-in-Fact