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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)(1)
Metasolv Software, Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
591393103
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(CUSIP Number)
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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:
|X| Rule 13d-1 (b)
|_| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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(1) 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 disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 5
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CUSIP No. 591393103 SCHEDULE 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Greer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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5 SOLE VOTING POWER
-0-
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,923,262
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,923,262
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,923,262
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|X|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.78%
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12 TYPE OF REPORTING PERSON*
BD, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 591393103 Page 3 of 5
Item 1(a). Name of Issuer: Metasolv Software, Inc.
Item 1(b). Address of Issuer's Principal Executive Office:
5560 Tennyson Parkway
Plano, TX 75024
Item 2(a). Name of Person Filing:
Philip Greer, individually and on behalf of WPG VC Fund Adviser,
L.L.C. ("WPGVC"), the FIAM of Weiss, Peck & Greer Venture Associates
IV, L.L.C. ("WPGVA") and WPG Enterprise Fund III, L.L.C.
("Enterprise"), and the FIAP of Weiss, Peck & Greer Venture
Associates IV Cayman, L.P. ("VA IV Cayman") and WPG Information
Sciences Entrepreneur Fund, L.P. ("WPG Info").
Item 2(b). Address of Principal Business Office, or if None, Residence:
555 California Street, Suite 3130
San Francisco, CA 94104
Item 2(c). Citizenship: Weiss, Peck & Greer, L.L.C. ("WPG") is a limited
liability company, organized under the laws of the State of
Delaware. Philip Greer is a citizen of the United States.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 591393103
Item 3. If this statement is Filed Pursuant to Rules 13d-1(b) or 13d-2(b),
Check Whether the Person Filing is a:
(a) |X| Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act")
(b) |_| Bank as defined in Section 3(a) (6) of the Act
(c) |_| Insurance Company as defined in Section 3(a) (19) of the
Act
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) |X| Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) |_| Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Sec.
240.13d-1(b) (1) (ii) (F)
(g) |_| Parent Holding Company, in accordance with Sec.
240.13d-1(b) (ii) (G) (Note: See Item 7)
(h) |_| Group, in accordance with paragraph 240.13d-1(b) (1)
(ii) (H)
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CUSIP NO. 591393103 Page 4 of 5
Item 4(a)-(c). Ownership:
The following information concerning percentages of ownership
of outstanding shares of common stock is based on a total of
33,278,000 shares reported to be outstanding by Metasolv
Software, Inc at November 1999.
As of December 31, 1999, WPGVA, Enterprise, VA IV Cayman and
WPG Info owned of record shares 943,036 shares, 824,672
shares, 119,120 shares and 36,434 respectively, of Metasolv
Software, Inc. common stock ("Common Stock"). The shares owned
by WPGVA, Enterprise, VA IV Cayman and WPG Info may be deemed
to be beneficially owned, within the meaning of Rule 13d-3, by
WPGVC. Mr. Greer, the managing member of WPGVC, may be deemed
to be the beneficial owner of all of the above described
shares within the meaning of Rule 13d-3.
Accordingly, by reason of the provisions of Rule 13d-3, as of
December 31, 1999, Philip Greer may be deemed to own
beneficially 1,923,262 shares of Common Stock or approximately
5.78% of the outstanding shares, with shared voting and
investment power as to all such shares. Mr. Greer disclaims,
pursuant to Rule 13d-4, beneficial ownership of the shares of
Common Stock owned of record by WPGVA, Enterprise, VA IV
Cayman and WPG Info, except to the extent of his beneficial
interest as a member in WPGVC, or in Jewel Investors, L.L.C.,
a member in WPGVC.
This Schedule 13G is not being filed with respect to the share
of Metasolv Software, Inc. which may be owned of record or
beneficially by any member of WPGVC, other than Mr. Greer,
since no such member possesses or shares voting or investment
power with respect to the shares. Each of such members
disclaims ownership, pursuant to Rule 13d-3, of the shares of
Common Stock owned by the various parties referred to in this
Schedule 13G, other than such shares as the respective member
owns of record, or may be deemed to own by reason of his
interest as a member in the various companies described
herein. Each of the entities described herein as owning shares
of Common Stock disclaims, pursuant to Rule 13d-4, beneficial
ownership of such shares as are owned by the other entities
described herein.
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.
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CUSIP NO. 591393103 Page 5 of 5
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 the Group:
Not applicable.
Item 10. Certification:
By signing below, Michael E. Singer, General Counsel of WPG, certifies that, to
the best of his knowledge and belief, securities referred to above as being held
or owned beneficially by Philip Greer were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 9, 2000
WEISS, PECK & GREER, L.L.C.
By: /s/ Michael E. Singer
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Michael E. Singer
General Counsel
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Philip Greer, has
made, constituted and appointed, and by these presents does make, constitute and
appoint, Richard S. Pollack his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead to execute, acknowledge, deliver and file
any and all filings required by Section 13 and Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to, Schedules 13D and Schedules 13G,
hereby ratifying and confirming all that said attorney-in-fact and agent may do
or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any manner
by reason of the execution, at any time, of other powers of attorney by the
undersigned in favor of persons other than the attorney-in-fact named herein.
WITNESS THE EXECUTION HEREOF this 10th day of February, 1999 by Philip
Greer.
/s/ Philip Greer
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Philip Greer
STATE OF NEW YORK )
COUNTY OF NEW YORK )
/s/ Anthony Avicolli
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Notary Public
ANTHONY AVICOLLI
Notary Public, State of New York
No. 02AV6013447
Qualified in New York County
Commission Expires Sept. 14, 2000
