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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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*
Catterton-Simon Partners III, L.P.
(Last) (First) (Middle)
9 Greenwich Office Park, Third Floor
(Street)
Greenwich, CT 06830
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
May 2, 2000 (1)
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Issuer Name and Ticker or Trading Symbol
Odwalla, Inc. ("ODWA")
5. Relationship of Reporting Person to Issuer (Check all applicable)
/ / Director /X/ 10% Owner
/ / Officer (give title below) / / Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Reporting (Check applicable line)
/ / Form filed by One Reporting Person
/X/ Form filed by More than One Reporting Person
* If the Form is filed by more than one Reporting Person, see instruction
5(b)(v).
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<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Beneficially Owned
2. Amount 3. Ownership
of Secu- Form:
rities Direct 4. Nature of
Bene- (D) or Indirect
ficially Indirect Beneficial
Owned (I) Ownership
1. Title of Security (Instr. 4) (Instr. 5) (Instr. 5)
-------------------------------- ------------- ------------- ----------------
<S> <C> <C> <C>
Common Stock, no par value 1,493,461 (D)
</TABLE>
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<TABLE>
<CAPTION>
Table II--Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
2. Date Exercisable
and Expiration Date 3. Title and Amount of Securities Underlying Derivative
(Month/Day/Year) Security (Instr. 4)
---------------------- -----------------------------------------------------------
Date Amount or
1. Title of Derivative Exercis- Expiration Title Number of
Security (Instr. 4) able Date Shares
---------------------------------------------- ---------- ---------- ---------------------------------------------- -----------
<S> <C> <C> <C> <C>
<CAPTION>
5. Ownership
Form of
Derivative
4. Conver- Security:
sion or Direct 6. Nature of
Exercise (D) or Indirect
Price of Indirect Beneficial
1. Title of Derivative Derivative (I) Ownership
Security (Instr. 4) Security (Instr. 5) (Instr. 5)
---------------------------------------------- ------------- ------------- --------------
<S> <C> <C> <C>
</TABLE>
Explanation of Responses:
(1) Pursuant to the Stock Purchase Agreement, dated as of February 11, 2000, as
amended on May 2, 2000 by and among U.S. Equity Partners, L.P., a Delaware
limited partnership, U.S. Equity Partners, L.P., a Cayman Islands limited
partnership, BancBoston Investments, Inc., a Massachusetts corporation,
Catterton-Simon Partners, III, L.P. ("CSP") and Odwalla, Inc., a California
corporation (the "Company"), CSP purchased 160,128 shares of Common Stock of the
Company for $1,000,000. In addition, pursuant to the Preferred Stock Conversion
Agreement, dated as of April 24, 2000, by and between the Company and CSP, CSP
converted 1,074,666 shares of the Company's Series A Preferred Stock and
canceled an outstanding Warrant, dated as of February 10, 1999, to purchase
75,000 shares of the Company's Common Stock at $10.00 per share, in exchange for
1,333,333 shares of Common Stock of the Company. As the sole general partner of
CSP, Catterton-Simon Managing Partner III, L.L.C. may be deemed to indirectly
beneficially own shares held by CSP and is a joint filer on this form.
Catterton-Simon Partners III, L.P.
By: Catterton-Simon Managing Partner III, L.L.C.
/s/ Craig Sakin
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Name: Craig Sakin Date
Title: Manager
**Signature of Reporting Person
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Joint Filer Information
Name: Catterton-Simon Managing Partner III, L.L.C.
Address: 9 Greenwich Office Park, Third Floor
Greenwich, CT 06830
Designated Filer: Catterton-Simon Partners III, L.P.
Issuer & Ticker Symbol: Odwalla, Inc. (ODWA)
Date of Event Requiring Statement: 5/2/2000 (see Footnote 1 on Form 3)
Signature: CATTERTON-SIMON MANAGING PARTNER III, L.L.C.
By: /s/ Craig Sakin
--------------------------------
Name: Craig Sakin
Title: Manager
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