SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO13d-2(b)
(Amendment No. 1)
CAFEPRESS INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
12769A103
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-1(d)
(Continued on following pages)
Page 1 of 15 Pages
| CUSIP NO. 12769A103 | Schedule 13G | Page 2 of 15 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL IX, L.P. (“SC IX”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
| |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 12769A103 | Schedule 13G | Page 3 of 15 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL ENTREPRENEURS ANNEX FUND, L.P. (“ANNEX”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 12769A103 | Schedule 13G | Page 4 of 15 |
| 1 | NAME OF REPORTING PERSON
SC IX.I MANAGEMENT, LLC (“SC IX.I LLC”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 12769A103 | Schedule 13G | Page 5 of 15 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL XI, L.P. (“SC XI”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 12769A103 | Schedule 13G | Page 6 of 15 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA TECHNOLOGY PARTNERS XI, L.P. (“STP XI”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 12769A103 | Schedule 13G | Page 7 of 15 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL XI PRINCIPALS FUND LLC (“SC XI PF”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 12769A103 | Schedule 13G | Page 8 of 15 |
| 1 | NAME OF REPORTING PERSON
SC XI MANAGEMENT, LLC (“SC XI LLC”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 12769A103 | Schedule 13G | Page 9 of 15 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL FRANCHISE FUND, L.P. (“SCFF”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 12769A103 | Schedule 13G | Page 10 of 15 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P. (“SCFP”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 12769A103 | Schedule 13G | Page 11 of 15 |
| 1 | NAME OF REPORTING PERSON
SCFF MANAGEMENT, LLC (“SCFF LLC”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 12769A103 | Schedule 13G | Page 12 of 15 |
| 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: |
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
| (c) | Citizenship: |
SC IX.I LLC, SC IX, ANNEX, SC XI LLC, SC XI, STP XI, SC XI PF, SCFF LLC, SCFF, SCFP: Delaware
| (d) | Title of Class of Securities: Common Stock |
| (e) | CUSIP Number: 12769A103 |
| ITEM 3. | If this statement is filed pursuant to Rules13d-1(b) or13d-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 | Schedule 13G | Page 13 of 15 |
| 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 | Schedule 13G | Page 14 of 15 |
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 14, 2018
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 | Schedule 13G | Page 15 of 15 |
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 | ||||
