HSIEH DOUGLAS 4

4 · VELOCITY EXPRESS CORP · Filed Apr 27, 2004

Form 4

Period: 2004-04-23

Director10% Owner

Transactions

Purchase
Series J Convertible Preferred
2004-04-23$1.50/sh+1,918,333$2,877,500→ 1,918,333 total(indirect: See note)
→ Common Stock (19,183,330 underlying)

Holdings

Series I Convertible Preferred Stock
(indirect: See note)
→ Common Stock (138,734,545 underlying)
12,643,332
Series H Convertible Preferred Stock
(indirect: See note)
From: 2003-09-18→ Common Stock (7,366,253 underlying)
196,900
Series G Convertible Preferred Stock
(indirect: See note)
From: 2003-09-18→ Common Stock (3,035,084 underlying)
3,333,333
Series D Convertible Preferred Stock
(indirect: See note)
From: 2001-09-05→ Common Stock (10,920,982 underlying)
1,017,538
Series B Convertible Preferred Stock
(indirect: See note)
From: 2000-05-31→ Common Stock (17,797,863 underlying)
2,806,797
Series C Convertible Preferred Stock
(indirect: See note)
From: 2000-09-22→ Common Stock (8,807,572 underlying)
2,000,000

Footnotes (5)

[F1]The securities reported on this Form 4 are directly held by one or more of the following entities related to TH Lee Putnam Ventures LP: TH Lee Putnam Ventures, L.P. (f/k/a TH Lee.Putnam Internet Partners, L.P.), TH Lee Putnam Parallel Ventures, L.P. (f/k/a TH Lee.Putnam Internet Parallel Partners, L.P.), THLi Coinvestment Partners, LLC and Blue Star I, LLC, collectively "THLPV."
[F2]As a result of the sale to THLPV on April 23, 2004 of the right to receive 1,918,333 shares of Series J Convertible Preferred Stock upon shareholder approval, the number of shares of Common Stock into which the shares of Series B, Series C, Series D, Series G, Series H and Series I Convertible Preferred Stock are convertible upon exercise of such series of Convertible Preferred Stock increased pursuant to antidilution provisions in the preferred instruments.
[F3]Conversion of the Series I and Series J Convertible Preferred Stock into Common Stock requires shareholder approval.
[F4]Not applicable
[F5]None

Documents

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