SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
USinternetworking, Inc.
_________________________________________________________________
(Name of Issuer)
Common Stock
_________________________________________________________________
(Title of Class of Securities)
917311805
_________________________________________________________________
(CUSIP Number)
November 13, 2000
_________________________________________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which
the Schedule is filed.
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[x] Rule 13d-1(d)
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CUSIP No. 917311805 Schedule 13G Page 2 of 11 Pages
_________________________________________________________________
1) Names of Reporting Persons
Blue Chip Capital Fund II Limited Partnership
S.S. or I.R.S. Identification No. of Above Person (Entities
Only):
31-1480938
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [x]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4 ) Citizenship or Place of Organization
Ohio
_______________________________________________________________
| | |
| NUMBER OF SHARES | 5) Sole Voting Power 4,491,739 |
| BENEFICIALLY OWNED |__________________________________________|
| BY EACH REPORTING | 6) Shared Voting Power 0 |
| PERSON WITH |__________________________________________|
| | 7) Sole Dispositive Power 4,491,739 |
| |__________________________________________|
| | 8) Shared Dispositive Power 0 |
|_______________________________________________________________|
9) Aggregate Amount Beneficially Owned by Each Reporting Person
4,491,739
_________________________________________________________________
10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
_________________________________________________________________
11) Percent of Class Represented by Amount in Row (9)
3.27%
_________________________________________________________________
12) Type of Reporting Person (See Instructions)
PN
* See Instructions Before Filling Out!
CUSIP No. 917311805 Schedule 13G Page 3 of 11 Pages
_________________________________________________________________
1) Names of Reporting Persons
Blue Chip Capital Fund III Limited Partnership
S.S. or I.R.S. Identification No. of Above Person (Entities
Only):
31-1645405
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [x]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4 ) Citizenship or Place of Organization
Ohio
_______________________________________________________________
| | |
| NUMBER OF SHARES | 5) Sole Voting Power 3,970,588 |
| BENEFICIALLY OWNED |__________________________________________|
| BY EACH REPORTING | 6) Shared Voting Power 0 |
| PERSON WITH |__________________________________________|
| | 7) Sole Dispositive Power 3,970,588 |
| |__________________________________________|
| | 8) Shared Dispositive Power 0 |
|_______________________________________________________________|
9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,970,588
_________________________________________________________________
10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
_________________________________________________________________
11) Percent of Class Represented by Amount in Row (9)
2.88%
_________________________________________________________________
12) Type of Reporting Person (See Instructions)
PN
* See Instructions Before Filling Out!
CUSIP No. 917311805 Schedule 13G Page 4 of 11 Pages
_________________________________________________________________
1) Names of Reporting Persons
Miami Valley Venture Fund, L.P.
S.S. or I.R.S. Identification No. of Above Person (Entities
Only):
31-1475492
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [x]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4 ) Citizenship or Place of Organization
Ohio
_______________________________________________________________
| | |
| NUMBER OF SHARES | 5) Sole Voting Power 792,656 |
| BENEFICIALLY OWNED |__________________________________________|
| BY EACH REPORTING | 6) Shared Voting Power 0 |
| PERSON WITH |__________________________________________|
| | 7) Sole Dispositive Power 792,656 |
| |__________________________________________|
| | 8) Shared Dispositive Power 0 |
|_______________________________________________________________|
9) Aggregate Amount Beneficially Owned by Each Reporting Person
792,656
_________________________________________________________________
10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
_________________________________________________________________
11) Percent of Class Represented by Amount in Row (9)
.58%
_________________________________________________________________
12) Type of Reporting Person (See Instructions)
PN
* See Instructions Before Filling Out!
CUSIP No. 917311805 Schedule 13G Page 5 of 11 Pages
_________________________________________________________________
Item 1.
(a) Name of Issuer
USinternetworking, Inc.
(b) Address of Issuer's Principal Executive Offices
One USi Plaza
Anapolis, MD 21401
Item 2.
(a) Name of Person Filing
(i) Blue Chip Capital Fund II Limited Partnership
("Blue Chip II") is an Ohio limited partnership. Its general
partner is Blue Chip Venture Company, Ltd. ("BCVC"), an Ohio
limited liability company controlled by John H. Wyant, Z. David
Patterson and John C. McIlwraith.
(ii) Blue Chip Capital Fund III Limited Partnership
("Blue Chip III") is an Ohio limited partnership. Its general
partner is also BCVC.
(iii) Miami Valley Venture Fund, L.P. ("Miami Valley")
is an Ohio limited partnership whose special limited partner is
Blue Chip Venture Company of Dayton, Ltd. ("BCVC-Dayton"). BCVC-
Dayton is controlled by Messrs. Wyant, Patterson and McIlwraith.
(b) Address of Principal Business Office or, if none,
Residence:
(i) For Blue Chip II, Blue Chip III, BCVC and Messrs.
Wyant, Patterson and McIlwraith:
c/o BCVC
Suite 1100
250 East Fifth Street
Cincinnati, Ohio 45202
(ii) For Miami Valley and BCVC-Dayton:
130 West Second Street
Dayton, Ohio 45402
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CUSIP No. 917311805 Schedule 13G Page 6 of 11 Pages
_________________________________________________________________
(c) Citizenship:
(i) Each of BCVC II, BCVC III and Miami Valley is an
Ohio limited partnership.
(ii) Each of BCVC and BCVC-Dayton is an Ohio limited
liability company.
(iii) Each of Messrs. Wyant, Patterson and McIlwraith
is a citizen of the United States.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
917311805
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13(d)-2(b), check whether the person filing is a:
Not applicable.
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.
Blue Chip II
(a) Amount beneficially owned: 4,491,739 shares.1/
(b) Percent of class: 3.27%.2/
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote.
4,491,739 shares
(ii) Shared power to vote or to direct the vote.
0
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CUSIP No. 917311805 Schedule 13G Page 7 of 11 Pages
_________________________________________________________________
(iii) Sole power to dispose or direct the disposition
of
4,491,739 Shares
(iv) Shared power to dispose or direct the disposition
of
0
Blue Chip III
(a) Amount beneficially owned: 3,970,588 shares.1/
(b) Percent of class: 2.88%.2/
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote.
3,970,588 shares
(ii) Shared power to vote or to direct the vote.
0
(iii) Sole power to dispose or to direct the
disposition of
3,970,588 shares
(iv) Shared power to dispose or direct the disposition
of
0
Miami Valley
(a) Amount beneficially owned: 792,656 shares.1/
(b) Percent of class: .58%.2/
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote.
792,656 shares
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CUSIP No. 917311805 Schedule 13G Page 8 of 11 Pages
_________________________________________________________________
(ii) Shared power to vote or to direct the vote.
0
(iii) Sole power to dispose or to direct the
disposition of
792,656 shares
(iv) Shared power to dispose or direct the disposition
of
0
______________
1/ The figures for the amounts beneficially owned by Blue Chip
II, Blue Chip III and Miami Valley do not include 8,347
shares of Common Stock issuable upon the exercise of options
issued to Mr. Wyant, of which options relating to 7,171
shares are owned beneficially by Blue Chip II and options
relating to 1,266 shares are owned beneficially by Miami
Valley. Mr. Wyant disclaims beneficial ownership of the
options and the shares subject thereto.
The figures for the amounts beneficially owned by Blue Chip
II, Blue Chip III and Miami Valley include 409,822,
1,029,412 and 72,318, respectively, shares of Common Stock
issuable upon the exercise of warrants.
On January 5, 2000, Blue Chip II and Miami Valley
distributed 229,197 and 40,446, respectively, shares of
Common Stock to their partners pro rata. On August 3, 2000,
Blue Chip II and Miami Valley distributed an additional
1,632,739 and 288,126, respectively, shares of Common Stock.
On February 17, 2000, Blue Chip II and Miami Valley sold
444,858 and 78,504, respectively, shares of Common Stock at
$63.00 per share in a public offering. On March 2, 2000,
Blue Chip II and Miami Valley sold an additional 100,093 and
17,663, respectively, shares of Common Stock in such
offering.
On November 10, 2000, Blue Chip III agreed to purchase from
the issuer 2,941,176 shares of Common Stock at a price of
$3.40 per share and warrants to purchase 1,029,412 shares of
Common Stock at a price of $4.08 per share. 735,294 of such
shares and 257,353 of such warrants were purchased on
November 10, 2000; the balance will be purchased upon the
<PAGE>
CUSIP No. 917311805 Schedule 13G Page 9 of 11 Pages
_________________________________________________________________
satisfaction of certain conditions. All of such shares and
warrants are included above.
Each of Blue Chip II, Blue Chip III and Miami Valley
disclaims the existence of a group with respect to the
Common Stock of the issuer, and each disclaims beneficial
ownership of the shares of Common Stock owned by the others.
All of the share numbers set forth above reflect a 3 for 2
stock split effected on December 20, 1999 and, with respect
to transactions on or after March 30, 2000 a further 3 for 2
stock split effected on March 29, 2000.
2 Based on information provided by the Issuer.
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
Not applicable
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
Item 10. Certification
By signing below, the parties certify that, to the best
of their Knowledge and belief, the securities referred to abo e
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.
<PAGE>
CUSIP No. 917311805 Schedule 13G Page 10 of 11 Pages
_________________________________________________________________
Signature
After reasonable inquiry and to the best of its knowledge
and belief, each of Blue Chip Capital Fund II Limited
Partnership, Blue Chip Capital Fund III Limited Partnership and
Miami Valley Venture Fund, L.P. certify that the information set
forth in this statement is true, complete and correct.
The undersigned agree that this statement is filed on behalf
of each of them.
November __, 2000 BLUE CHIP CAPITAL FUND II
_________________ LIMITED PARTNERSHIP
Date
By: Blue Chip Venture Company,
Ltd., Its General Partner
By: /s/ John H. Wyant
____________________________
Name: John H. Wyant
Title: Managing Director
BLUE CHIP CAPITAL FUND III
LIMITED PARTNERSHIP
By: Blue Chip Venture Company,
Ltd., Its General Partner
By: /s/ John H. Wyant
____________________________
Name: John H. Wyant
Title: Managing Director
MIAMI VALLEY VENTURE FUND, L.P.
By: Blue Chip Venture Company of
Dayton, Ltd.
Its Special Limited Partner
By: /s/ John H. Wyant
____________________________
Name: John H. Wyant
Title: Manager
<PAGE>
CUSIP No. 917311805 Schedule 13G Page 11 of 11 Pages
_________________________________________________________________
EXHIBIT A
AGREEMENT FOR JOINT
FILING OF SCHEDULE 13G
THE UNDERSIGNED PERSONS agree to file with the Securities
and Exchange Commission a joint Schedule 13G on behalf of each of
the undersigned with respect to their ownership of shares of
Common Stock of USinternetworking, Inc.
BLUE CHIP CAPITAL FUND II
LIMITED PARTNERSHIP
By: Blue Chip Venture Company,
Ltd., Its General Partner
By: /s/ John H. Wyant
____________________________
Name: John H. Wyant
Title: Managing Director
BLUE CHIP CAPITAL FUND III
LIMITED PARTNERSHIP
By: Blue Chip Venture Company,
Ltd., Its General Partner
By: /s/ John H. Wyant
____________________________
Name: John H. Wyant
Title: Managing Director
MIAMI VALLEY VENTURE FUND, L.P.
By: Blue Chip Venture Company of
Dayton, Ltd.
Its Special Limited Partner
By: /s/ John H. Wyant
____________________________
Name: John H. Wyant
Title: Manager
