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Prime Logic Capital, LLC – ‘SC 13G/A’ on 2/13/09 re: Celebrate Express, Inc.

On:  Friday, 2/13/09, at 8:06pm ET   ·   As of:  2/17/09   ·   Accession #:  919574-9-3139   ·   File #:  5-80362

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/17/09  Prime Logic Capital, LLC          SC 13G/A    2/13/09    1:12K  Celebrate Express, Inc.           Seward & Kissel LLP

Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership         6     28K 


Document Table of Contents

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11st Page   -   Filing Submission
4Item 1(a). Name of Issuer:
"Item 1(b). Address of Issuer's Principal Executive Offices:
"Item 2(a). Name of Person Filing:
"Item 2(b). Address of Principal Business Office, or if None, Residence:
"Item 2(c). Citizenship:
"Item 2(d). Title of Class of Securities:
"Item 2(e). CUSIP Number:
"Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
"Item 4. Ownership
"Item 5. Ownership of Five Percent or Less of a Class
"Item 6. Ownership of More Than Five Percent on Behalf of Another Person
"Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
"Item 8. Identification and Classification of Members of the Group
"Item 9. Notice of Dissolution of Group
"Item 10. Certifications
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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. 1) Celebrate Express, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 15100A104 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [_] Rule 13d-1(d)
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CUSIP No. 15100A104 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prime Logic Capital, LLC 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 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% 12. TYPE OF REPORTING PERSON OO/IA
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CUSIP No. 15100A104 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marc Cummins 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 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% 12. TYPE OF REPORTING PERSON IN
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CUSIP No. 15100A104 --------- Item 1(a). Name of Issuer: Celebrate Express, Inc. -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 11232 --- 120th Avenue NE Kirkland, Washington 98033 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: Prime Logic Capital, LLC Marc Cummins -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: Prime Logic Capital, LLC 135 East 57th Street 11th Floor, New York, New York 10022 Marc Cummins c/o Prime Logic Capital, LLC 135 East 57th Street 11th Floor, New York, New York 10022 -------------------------------------------------------------------- Item 2(c). Citizenship: Prime Logic Capital, LLC - Delaware limited liability company Marc Cummins- United States citizen -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock, par value $.001 per share -------------------------------------------------------------------- Item 2(e). CUSIP Number: 15100A104 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 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; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 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: Prime Logic Capital, LLC - 0 shares Marc Cummins - 0 shares ---------------------------------------------------------------------- (b) Percent of class: Prime Logic Capital, LLC - 0% Marc Cummins - 0% ---------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Prime Logic Capital, LLC - 0 Marc Cummins - 0 ----------------------------------------------------------------, (ii) Shared power to vote or to direct the vote Prime Logic Capital, LLC - 0 Marc Cummins - 0 ----------------------------------------------------------------, (iii) Sole power to dispose or to direct the disposition of Prime Logic Capital, LLC - 0 Marc Cummins- 0 ----------------------------------------------------------------, (iv) Shared power to dispose or to direct the disposition of Prime Logic Capital, LLC - 0 Marc Cummins - 0 ----------------------------------------------------------------. 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]. ---------------------------------------------------------------------- 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 ---------------------------------------------------------------------- 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 ---------------------------------------------------------------------- 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 ---------------------------------------------------------------------- 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 ---------------------------------------------------------------------- Item 10. Certifications. By signing below, the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 that purpose or effect.
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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. February 17, 2009 -------------------------------------- (Date) PRIME LOGIC CAPITAL, LLC* By: /s/ Marc Cummins ---------------- Name: Marc Cummins Title: Managing Member MARC CUMMINS* /s/ Marc Cummins ---------------- * The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein.
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EXHIBIT A AGREEMENT The undersigned agree that this Amendment No. 1 dated February 17, 2009 relating to the Common Stock, par value $.001 per share, of Celebrate Express, Inc. shall be filed on behalf of the undersigned. PRIME LOGIC CAPITAL, LLC By: /s/ Marc Cummins ---------------- Name: Marc Cummins Title: Managing Member MARC CUMMINS /s/ Marc Cummins ---------------- SK 25276 0001 963363

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13G/A’ Filing    Date First  Last      Other Filings
Filed as of:2/17/095613F-HR,  SC 13G/A
Filed on:2/13/0913F-HR,  SC 13G/A
12/31/08113F-HR
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