UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
RedEnvelope,
Inc.
(Name
of
Issuer)
Common
Stock, $0.01 par value
per share
(Title
of
Class of Securities
)
75733R601
(CUSIP
Number)
December
31, 2007
(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)
T
Rule
13d-1(c)
£
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
1.
|
Names
of Reporting Persons.
|
STEPHENS
INVESTMENT MANAGEMENT, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(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
|
913,865
|
|
6.
|
Shared
Voting Power
|
0
|
|
7.
|
Sole
Dispositive Power
|
913,865
|
|
8.
|
Shared
Dispositive Power
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
913,865
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
9.6
%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
1.
|
Names
of Reporting Persons.
|
Orphan
Fund, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(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
|
474,809
|
|
6.
|
Shared
Voting Power
|
0
|
|
7.
|
Sole
Dispositive Power
|
474,809
|
|
8.
|
Shared
Dispositive Power
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
474,809
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
5.0
%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
1.
|
Names
of Reporting Persons.
|
PAUL
H. STEPHENS
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
£
(b)
£
|
|
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
|
913,865
|
|
7.
|
Sole
Dispositive Power
|
0
|
|
8.
|
Shared
Dispositive Power
|
913,865
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
913,865
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
9.6
%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
|
1.
|
Names
of Reporting Persons.
|
P.
BARTLETT STEPHENS
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
£
(b)
£
|
|
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
|
913,865
|
|
7.
|
Sole
Dispositive Power
|
0
|
|
8.
|
Shared
Dispositive Power
|
913,865
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
913,865
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
9.6
%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
|
1.
|
Names
of Reporting Persons.
|
W.
BRADFORD STEPHENS
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
£
(b)
£
|
|
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
|
913,865
|
|
7.
|
Sole
Dispositive Power
|
0
|
|
8.
|
Shared
Dispositive Power
|
913,865
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
913,865
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
9.6
%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
|
Item
1(a).
|
Name
of Issuer:
|
RedEnvelope,
Inc.
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Office:
|
149
New
Montgomery Street
San
Francisco, CA 94105
|
Item
2(a).
|
Name
of Person Filing:
|
Stephens
Investment Management, LLC (“SIM”)
Paul
H.
Stephens (“Paul Stephens”)
P.
Bartlett Stephens (“Bart Stephens”)
W.
Bradford Stephens (“Brad Stephens”)
|
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
The
principal business address of each reporting person is One Ferry Building,
Suite
255, San Francisco, CA 94111.
Item
2(c). Citizenship:
Reference
is made to Item 4 of pages 2-6 of this Schedule 13G (this “Schedule”), which
Items are incorporated by reference herein.
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, $0.01 par value per share
75733R601
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
|
|
|
£
|
(a)
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
|
£
|
(b)
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
|
£
|
(c)
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
|
£
|
(d)
|
Investment
company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C 80a-8).
|
|
|
£
|
(e)
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
|
|
£
|
(f)
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
|
£
|
(g)
|
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
|
|
£
|
(h)
|
A
savings associations as defined in Section 3(b) of the Federal
Deposit
Insurance Act (12 U.S.C. 1813);
|
|
|
£
|
(i)
|
A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C.
80a-3);
|
|
|
£
|
(j)
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
Reference
is hereby made to Items 5-9 and 11 of pages 2-6 of this Schedule, which Items
are incorporated by reference herein.
SIM,
as
general partner and investment manager of certain client accounts, including
Orphan Fund, L.P., may be deemed to have the power to direct the voting or
disposition of the Issuer’s common stock held by such
accounts. Therefore, SIM, as those accounts’ general partner and
investment manager, and Paul Stephens, Brad Stephens and Bart Stephens, as
managing members and owners of SIM, may be deemed to beneficially own the
common
stock owned by those accounts for the purposes of Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, insofar as they may be deemed to have the
power to direct the voting or disposition of that common stock.
Neither
the filing of this Schedule nor any of its contents shall be deemed to
constitute an admission that SIM, Paul Stephens, Brad Stephens or Bart Stephens
is, for any other purpose, the beneficial owner of any securities to which
this
Schedule relates, and each of SIM, Paul Stephens, Brad Stephens and Bart
Stephens disclaims beneficial ownership as to those securities, except to
the
extent of his or its pecuniary interests therein. Neither the filing
of this Schedule nor any of its contents shall be deemed to constitute an
admission that any of the other individual general partners, directors,
executive officers, and members of SIM is, for any purpose, the beneficial
owner
of any of the securities to which this Schedule relates, and such beneficial
ownership is expressly disclaimed.
The
calculation of percentage of beneficial ownership in item 11 of pages 2-6
was
derived from the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 7, 2007, in which the Issuer
stated that the number of shares of common stock, $0.01 par value per share,
outstanding as of November 14, 2007 was 9,522,982.
|
Item
5.
|
Ownership
of Five Percent or Less of a
Class:
|
Not
applicable.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
SIM
serves as general partner and investment manager to certain client accounts
that
have the right to receive or the power to direct the receipt of dividends
from,
or the proceeds from the sale of, the Issuer’s common stock. Other
than as reported in this Schedule, no individual client’s holdings exceed five
percent of that common stock.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding
Company:
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group:
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
and
correct.
|
Dated: February
12, 2008
|
STEPHENS
INVESTMENT MANAGEMENT, LLC
By:
/s/
W. Bradford Stephens
W.
Bradford Stephens
Its
Managing Member
|
|
|
ORPHAN
FUND, L.P.
By: STEPHENS
INVESTMENT MANAGEMENT, LLC
Its: General
Partner
By:
/s/
W. Bradford Stephens
W.
Bradford Stephens
Its
Managing Member
/s/
W. Bradford
Stephens
W.
Bradford Stephens
|
|
|
/s/
P. Bartlett
Stephens
P.
Bartlett Stephens
|
|
|
/s/
Paul H.
Stephens
Paul
H. Stephens
|
EXHIBITS
LIST
Exhibit
A Joint
Filing
Undertaking Page
11
EXHIBIT
A
JOINT
FILING UNDERTAKING
The
undersigned, being 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, as it may be amended, jointly
on
behalf of each of such parties.
|
Dated: February
12, 2008
|
STEPHENS
INVESTMENT MANAGEMENT, LLC
By:
/s/
W. Bradford Stephens
W.
Bradford Stephens
Its
Managing Member
|
|
|
ORPHAN
FUND, L.P.
By: STEPHENS
INVESTMENT MANAGEMENT, LLC
Its: General
Partner
By:
/s/
W. Bradford Stephens
W.
Bradford Stephens
Its
Managing Member
/s/
W. Bradford
Stephens
W.
Bradford Stephens
|
|
|
/s/
P. Bartlett
Stephens
P.
Bartlett Stephens
|
|
|
/s/
Paul H.
Stephens
Paul
H. Stephens
|