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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
C-Bridge Internet Solutions, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
12500B105
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(CUSIP Number)
December 17, 1999
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(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)
/ / Rule 13d-1(c)
/X/ 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).
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 control number.
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CUSIP No. 12500B105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Insight Capital Partners III, LP.
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization: Insight Capital Partners
III, LP is organized under the laws of the State of Delaware.
Number of
Shares Bene- 5. Sole Voting Power 1,502,754
ficially Owned
by Each 6. Shared Voting Power 2,100,000
Reporting
Person With: 7. Sole Dispositive Power 1,502,754
8. Shared Dispositive Power 2,100,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,125,000
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11) 12.3%
12. Type of Reporting Person (See Instructions) PN
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CUSIP No. 12500B105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Insight Capital Partners III (Co-Investors), LP
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization: Insight Capital Partners
III-Coinvestors, LP is organized under the laws of the State of
Delaware
Number of
Shares Bene- 5. Sole Voting Power 224,988
ficially Owned
by Each 6. Shared Voting Power 2,100,000
Reporting
Person With: 7. Sole Dispositive Power 224,988
8. Shared Dispositive Power 2,100,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,125,000
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11) 12.3%
12. Type of Reporting Person (See Instructions) PN
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CUSIP No. 12500B105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Insight Capital Partners III (Cayman), LP
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization: I Insight Capital
Partners (Cayman) III, L.P. is organized under the laws of the
Cayman Islands
Number of
Shares Bene- 5. Sole Voting Power 372,258
ficially Owned
by Each 6. Shared Voting Power 2,100,000
Reporting
Person With: 7. Sole Dispositive Power 372,258
8. Shared Dispositive Power 2,100,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,125,000
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11) 12.3%
12. Type of Reporting Person (See Instructions) PN
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CUSIP No. 12500B105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Insight Venture Management, Inc.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization: Insight Venture
Management, Inc. is organized under the laws of the State of
Delaware
Number of
Shares Bene- 5. Sole Voting Power 25,000
ficially Owned
by Each 6. Shared Voting Power 0
Reporting
Person With: 7. Sole Dispositive Power 25,000
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,125,000
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11) 12.3%
12. Type of Reporting Person (See Instructions) CO
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Item 1.
(a) Name of Issuer:
C-Bridge Internet Solutions, Inc.
Address of Issuer's Principal Executives Offices:
219 Vassar Street, Cambridge, MA 02139
Item 2.
(a) Name of Person Filing:
Insight Capital Partners III, LP Insight Capital Partners III
(Co-Investors), LP Insight Capital Partners III (Cayman), LP Insight
Venture Management, Inc.
See additional information contained in Exhibit 2(a) attached hereto
and incorporated herein by reference.
(b) Address of Principal Office, or if none, Residence:
527 Madison Avenue, 10th Floor, New York, NY 10022
(c) Citizenship:
Delaware
(d) Title and Class of Securities (of Issuer):
Common Stock
(e) CUSIP Number:
12500B105
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or
ss.ss.240.13d-2(b) or (c), check whether the person filing is a:
N/A
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:
<TABLE>
<S> <C>
Insight Capital Partners III, LP: 1,502,754 (as of December 31, 1999)
Insight Capital Partners III (Co-Investors), LP: 224,988 (as of December 31, 1999)
Insight Capital Partners III (Cayman), LP: 372,258 (as of December 31, 1999)
Insight Venture Management, Inc.: 25,000 (as of December 31, 1999)
</TABLE>
(b) Percentage of Class:
<TABLE>
<S> <C>
Insight Capital Partners III, LP: 8.7% (as of December 31, 1999)
Insight Capital Partners III (Co-Investors), LP: 1.3% (as of December 31, 1999)
Insight Capital Partners III (Cayman), LP: 2.2% (as of December 31, 1999)
Insight Venture Management, Inc.: 0.1% (as of December 31, 1999)
</TABLE>
Aggregate: 12.3% (as of December 31, 1999)
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(c) Number of shares as to which such person has:
(i) Insight Capital Partners III, LP: 1,502,754
Insight Capital Partners III (Co-Investors), LP: 224,988
Insight Capital Partners III (Cayman), LP: 372,258
Insight Venture Management, Inc.: 25,000
(ii) Insight Capital Partners III, LP: 2,100,000
Insight Capital Partners III (Co-Investors), LP: 2,100,000
Insight Capital Partners III (Cayman), LP: 2,100,000
Insight Venture Management, Inc.: 0
(iii) Insight Capital Partners III, LP: 1,502,754
Insight Capital Partners III (Co-Investors), LP: 224,988
Insight Capital Partners III (Cayman), LP: 372,258
Insight Venture Management, Inc.: 25,000
(iv) Insight Capital Partners III, LP: 2,100,000
Insight Capital Partners III (Co-Investors), LP: 2,100,000
Insight Capital Partners III (Cayman), LP: 2,100,000
Insight Venture Management, Inc.: 0
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
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EXHIBIT 2(a)
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Item 2. Identity and Background.
This statement is being filed by Insight Capital Partners III, LP, a
Delaware limited partnership (hereinafter referred to as "Capital Partners"),
Insight Capital Partners III (Co-Investors), LP, a Delaware limited partnership
(hereinafter referred to as "Co-Investor Partners"), Insight Capital Partners
III (Cayman), LP, a Cayman Islands limited partnership (hereinafter referred to
as "Cayman Partners"), and Insight Venture Management, Inc., a Delaware
corporation (hereinafter referred to as "Venture Management"), each of whose
principal office is located at c/o Insight Capital Partners III, LP, 527 Madison
Avenue, 10th Floor, New York, New York, 10022. Each of Capital Partners,
Co-Investor Partners, Cayman Partners, and Venture Management is engaged in the
venture capital business.
InSight Venture Associates III, LLC, a Delaware Limited Liability
Company (hereinafter referred to as "Venture Associates") is the sole general
partner of each of Capital Partners, Co-Investor Partners and Cayman Partners,
and as such may be deemed to be the beneficial owner of all shares held by
Capital Partners, Co-Investor Partners and Cayman Partners. The managing members
of Venture Associates are William Doyle, Ramanan Raghavendran, Jeffrey Horing,
Peter Sobiloff, Jerry Murdock and Roel Pieper, and as such may be deemed to be
the beneficial owners of all the shares held by Capital Partners, Co-Investor
Partners and Cayman Partners. Jeffrey Horing, Jerry Murdock and Roel Pieper are
the designated members of Venture Associates and the ultimate controlling
persons of Venture Associates.
The officers and directors of Venture Management are Jeffrey Horing,
President and Director and Jerry Murdock, Vice President and Director, each of
whom are also the sole stockholders of Venture Management, and as such may be
deemed to be the beneficial owners of all shares held by Venture Management.
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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.
INSIGHT CAPITAL PARTNERS III, L.P.
By: Insight Venture Associates, III, LLC
its General Partner
By: /s/ Jeffrey Horing
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Name: Jeffrey Horing
Title: Managing Member, Insight Venture Associates III, LLC
Date: February 18, 2000
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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.
INSIGHT CAPITAL PARTNERS III (CO-INVESTORS), L.P.
By: Insight Venture Associates, III, LLC
its General Partner
By: /s/ Jeffrey Horing
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Name: Jeffrey Horing
Title: Managing Member, Insight Venture Associates III, LLC
Date: February 18, 2000
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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.
INSIGHT VENTURE MANAGEMENT, INC.
By: /s/ Jeffrey Horing
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Name: Jeffrey Horing
Title: President
Date: February 18, 2000
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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.
INSIGHT CAPITAL PARTNERS III (CAYMAN), L.P.
By: Insight Venture Associates, III, LLC
its General Partner
By: /s/ Jeffrey Horing
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Name: Jeffrey Horing
Title: Managing Member, Insight Venture Associates III, LLC
Date: February 18, 2000
