FORM 4 OMB APPROVAL
OMB Number: 3235-0287
[ ] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Form 4 or Estimated average burden
Form 5 obligations may hours per response... 0.5
continue.
See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of
1940
1. Name and Address of Reporting Person*
Harding William J.
(Last) (First) (Middle)
1221 Avenue of the Americas
(Street)
New York NY 10020
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
InterNAP Network Services Corporation (INAP)
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
4. Statement for
Month/Year
11/2000
5. If Amendment
Date of Original
(Month/Year) N/A
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
------ ------
Officer (give Other (specify
------ title below) ------ below)
---------------------------------
7. Individual or Joint/Group Filing (Check Applicable
Line)
X Form filed by One Reporting Person
---
Form filed by More than One Reporting Person
---
<TABLE>
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
<CAPTION>
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
action action or Disposed of (D) Securities ship of
Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirecat
(Instr. 8) Owned at Direct Bene-
End of Month (D) or ficial
(Month/ (Inst. 3 Indirect Owner-
Day/ (A or and 4) (l) ship
Year) Code V Amount (D) Price (Instr. 4) (Instr.4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 10/31/00 J(1) 42,285 A 0 89,035 D through
participation
Common Stock 14,347,679 I(2) by
partnerships
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
<TABLE>
FORM 4 (continued) Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<CAPTION>
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature
tive Security sion or action action Deriva- Exer- Amount of of de- ship of
Security Exer- Date Code tive cisable of Under- Deriv- rivative Form In-
(Instr. 3 cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct
Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi-
of Year) Acquired tion ties ities Bene- Secur- cial
Deri- (A) or Date (Instr. Bene- ficially ity Owner-
vative Disposed (Month/ 3 and ficially Owned Direct(D) ship
Secur- of (D) Day/ 4) Owned at End or In- (Instr.
ity (Instr. Year) at End of direct 4)
3, 4 and
5) Month (Instr. (Instr.
(Instr. 4) 4)
5)
Amount
Date Expir- Number
Exer- ration of
Code V (A) (D) cisable Date Title Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Explanation of Responses:
1. The Reporting Person received 42,285 shares of Common Stock in a
distribution-in-kind from Morgan Stanley Venture Partners III, L.L.C., the
general partner (the "General Partner") of Morgan Stanley Venture Partners III,
L.P., Morgan Stanley Venture Investors III, L.P., and The Morgan Stanley Venture
Partners Entrepreneur Fund, L.P (collectively, the "Funds"). The General Partner
had received the shares of Common Stock in distributions-in-kind from the Funds.
The distributions-in-kind occurred on 10/31/2000 and the Reporting Person will
receive his shares of Common Stock on 11/17/2000.
2. The Reporting Person is a managing member of the General Partner. The
Reporting Person disclaims any beneficial ownership of any of the securities
owned by the Funds except to the extent of any proportionate pecuniary interest
therein. As at the end of October 2000 and after giving effect to the
above-mentioned distributions-in-kind, the Funds owned 14,347,679 shares of the
Common Stock.
/s/ William J. Harding 11/16/00
------------------------------- ----------
**Signature of Reporting Person Date
By: William J. Harding
</TABLE>
**Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(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.
