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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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Steinmetz Beny |
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2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2005 |
3. Issuer Name and Ticker or Trading Symbol
Odimo INC [ODMO]
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C/O SCORPIO (BSG) LTD. 85, MEDINAT HAYEHUDIN ST., PO BOX 4030 |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5. If Amendment, Date Original Filed
(Month/Day/Year)
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HERZILYA PITHACH, L3 46140 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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| Common Stock | 226,762 |
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| See Footnote (1) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Options | 01/03/2000 | 01/02/2010 | Common Stock | 16,000 |
$7.25 | I | See Footnote (2) |
| Series A Preferred Stock |
(3) (4) |
(5) | Common Stock | 133,333 | (6) | I | See Footnote (7) (8) |
| Series B Preferred Stock |
(3) (4) |
(5) | Common Stock | 60,774 (9) | (10) | I | See Footnote (7) (8) |
| Series C Preferred Stock |
(3) (4) |
(5) | Common Stock | 545,940 | (10) | I | See Footnote (8) (11) |
| Warrants |
(3) (4) |
(5) | Series C Preferred Stock | 45,700 |
$8.96 (10) (12) | I | See Footnote (13) |
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Steinmetz Beny
C/O SCORPIO (BSG) LTD. 85
MEDINAT HAYEHUDIN ST., PO BOX 4030
HERZILYA PITHACH, L3 46140 |
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Lenorth Holdings S.A.
P. O. BOX 1002
1211 GENEVA 5
GENEVA, V8 5 |
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Steinmetz Daniel
C/O ONYX ADVISORS, LTD.
P. O. BOX 1002, 1211 GENEVA 5
GENEVA, V8 5 |
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Livnat Nir
C/O ONYX ADVISORS, LTD.
P.O. BOX 1002, 1211 GENEVA 5
GENEVA, V8 5 |
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Signatures
| /s/ Pavlo Protopapa as Attorney-in-Fact | | 02/14/2005 |
| **Signature of Reporting Person | Date |
| Pavlo Protopapa as Attorney in Fact | | 02/14/2005 |
| **Signature of Reporting Person | Date |
| Pavlo Protopapa as Attorney-in-Fact | | 02/14/2005 |
| **Signature of Reporting Person | Date |
| Pavlo Protopapa as Attorney-in-Fact | | 02/14/2005 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares held by STI Ventures, N.V. Beny Steinmetz has voting and investment authority over shares held by STI Ventures, N.V. |
| (2) | Represents 16,000 shares issuable under currently exercisable stock options held by Lenorth Holdings, S.A. |
| (3) | Shares of the Issuer's Preferred Stock will automatically convert to Common Stock upon the closing of the Issuer's Initial Public Offering. |
| (4) | Immediately exercisable. |
| (5) | Not applicable. |
| (6) | Each share of Series A Preferred Stock converts into five (5) shares of Common Stock. |
| (7) | Represents shares held by Lenorth Holdings, S.A. |
| (8) | SDG Marketing, Inc, and Lenorth Holdings, S.A. are part of The Steinmetz Diamond Group, which is owned indirectly by trusts or foundations for the benefit of Beny Steinmetz, Daniel Steinmetz and Nir Livnat. Beny Steinmetz and Daniel Steinmetz are brothers. Nir Livnat is not related to either Beny or Daniel Steinmetz. |
| (9) | Common shares issuable upon conversion of Series B Preferred Stock in the tables above include shares issuable to Series B holders as a result of anti-dilution adjustment provisions of the Series B Preferred Stock. |
| (10) | Each share of Series B Preferred Stock and Series C Preferred Stock converts into one share of Common Stock. |
| (11) | Includes 324,937 shares held by SDG Marketing, Inc. and 221,003 shares held by Lenorth Holdings, S.A. |
| (12) | Each warrant is exercisable for one share of Serices C Preferred Stock. |
| (13) | Includes 8,371 warrant shares held by SDG Marketing, Inc. and 59,321 warrant shares held by Lenorth Holdings, S.A. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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