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*
Morgan Stanley Venture Capital III, Inc.(1)
(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
10/2000
5. If Amendment
Date of Original
(Month/Year) N/A
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
------ ------
Officer (give Other (specify
------ title below) ------ below)
---------------------------------
7. Individual or Joint/Group Filing (Check Applicable
Line)
Form filed by One Reporting Person
---
X 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(2) 1,480,000 D 0 14,347,679 I through
participation
Common Stock 10/31/00 J(3) 90,001 A 0 14,545,581 I(4) through
participation
</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>
</TABLE>
<TABLE>
Explanation of Responses:
<S> <C>
(1) Please see attached Joint Filer Information.
(2) 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"), of which Morgan Stanley Venture
Capital III, Inc. (MSVC III, Inc.) is an institutional managing member,
made an in-kind distribution of 1,480,000 INAP shares (the
"Distribution"). The reported securities were distributed to the partners
of the Funds in proportion to their partnership interests in the Funds.
(3) MSVC III, Inc. received 90,001 INAP shares in the Distribution of the
Funds. /s/ Peter Vogelsang
-------------------------------
(4) Except for the 197,902 shares which are held directly by MSVC III, Inc., **Signature of Reporting Person
MSVC III, Inc. disclaims beneficial ownership of the securities except to By: Peter Vogelsang,
the extent of its pecuniary interests as the institutional managing member authorized signatory for
of Morgan Stanley Venture Partners III, L.L.C., the General Partner of the Morgan Stanley Dean Witter & Co.
Funds. 11/10/00
--------------
Date
/s/ Debra Abramovitz
-------------------------------
**Signature of Reporting Person
By: Debra Abramovitz, Chief Operating
Officer, Principal and Treasurer of
Morgan Stanley Venture Capital III,
Inc., institutional managing member
of Funds
</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.
<PAGE>
Joint Filer Information
Each of the following joint filers has designated Morgan Stanley Venture
Capital III, Inc. ("MSVC III, Inc.") as the "Designated Filer" for purposes of
the attached Form 4:
(1) Morgan Stanley Dean Witter & Co. ("MSDW")
1585 Broadway
New York, New York 10036
(2) Morgan Stanley Venture Partners III, L.L.C., ("MSVP III, L.L.C.")
1221 Avenue of the Americas
New York, New York 10020
(3) Morgan Stanley Venture Partners III, L.P. ("MSVP III, L.P.")
1221 Avenue of the Americas
New York, New York 10020
(4) The Morgan Stanley Venture Partners Entrepreneur Fund, L.P.
("Entrepreneur Fund")
1221 Avenue of the Americas
New York, New York 10020
(5) Morgan Stanley Venture Investors III, L.P. ("MSVI")
1221 Avenue of the Americas
New York, New York 10020
Issuer & Ticker Symbol: InterNAP Network Services Corporation (INAP)
Date of Event Requiring Statement: 10/31/00
Signature: /s/ Peter Vogelsang
------------------------------------------------------
By: Peter Vogelsang, as authorized signatory for MSDW,
Signature: /s/ Debra Abramovitz
------------------------------------------------------
By: Debra Abramovitz, as Chief Operating Officer, Principal
and Treasurer of MSVC III, Inc., institutional managing
member of MSVP III, L.L.C., the General Partner of MSVP
III, L.P., the Entrepreneur Fund, and MSVI
