SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
InterNap Network Services Corporation
-------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
------------------------------
(Title of Class of Securities)
45885A-10-2
-----------
(CUSIP Number)
December 31, 2001
-----------------
(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)
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 1 of 15
1 Name Of Reporting Person TI VENTURES, L.P.
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 8,787,152
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 8,787,152
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 8,787,152
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 5.7%
12 Type Of Reporting Person* PN
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 2 of 15
1 Name Of Reporting Person H&Q INTERNAP INVESTORS, L.P.
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 8,787,152
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 8,787,152
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 8,787,152
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 5.7%
12 Type Of Reporting Person* PN
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 3 of 15
1 Name Of Reporting Person TODD U.S. VENTURES LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization Texas
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 8,787,152
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 8,787,152
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 8,787,152
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 5.7%
12 Type Of Reporting Person* OO
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 4 of 15
1 Name Of Reporting Person H&Q INTERNAP INVESTMENT MANAGEMENT, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization Delaware
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 8,787,152
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 8,787,152
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 8,787,152
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 5.7%
12 Type Of Reporting Person* OO
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 5 of 15
1 Name Of Reporting Person H&Q INTERNAP INVESTMENT MANAGEMENT, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 8,787,152
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 8,787,152
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 8,787,152
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 5.7%
12 Type Of Reporting Person* OO
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 6 of 15
1 Name Of Reporting Person TODD U.S. VENTURES LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 8,787,152
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 8,787,152
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 8,787,152
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 5.7%
12 Type Of Reporting Person* OO
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 7 of 15
1 Name Of Reporting Person GRANITE VENTURES, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 8,787,152
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 8,787,152
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 8,787,152
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 5.7%
12 Type Of Reporting Person* OO
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 8 of 15
1 Name Of Reporting Person SAMUEL D. KINGSLAND
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization United States
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 8,787,152
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 8,787,152
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 8,787,152
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 5.7%
12 Type Of Reporting Person* IN
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 9 of 15
1 Name Of Reporting Person STANDISH H. O'GRADY
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization United States
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power 8,787,152
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power 8,787,152
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 8,787,152
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 5.7%
12 Type Of Reporting Person* IN
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 10 of 15
Item 1(a). Name of Issuer.
InterNap Network Services Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
601 Union Street, Suite 1000, Seattle, WA 98101.
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover pages
of this Schedule, which Items are incorporated by reference herein.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of each reporting person is One Bush Street,
San Francisco, California 94104.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover pages
of this Schedule, which Items are incorporated by reference herein.
Item 2(d). Title of Class of Securities.
Common Stock, $0.001 par value ("Common Stock").
Item 2(e). CUSIP Number.
45885A-10-2
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is made to Items 5-9 and 11 of each of the
cover pages to this Schedule, which Items are incorporated by
reference herein. According to the Issuer's most recently
filed Form 10-Q, there were 151,250,592 shares of Common Stock
issued and outstanding as of November 9, 2001. At December 31,
2001, the reporting persons owned the following shares of
Common Stock, shares of Series A Preferred Stock convertible
into the following shares of Common Stock, and warrants to
acquire the following shares of Common Stock:
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 11 of 15
Common Stock Series A
Person Directly Owned Preferred Stock Warrants
------ -------------- --------------- --------
TI Ventures, L.P. 2,215,466 -0- -0-
H&Q InterNap Investors, L.P. 2,508,856 1,500,824 375,206
Todd U.S. Ventures LLC -0- 1,354,692 338,673
Granite Ventures, LLC 27,881 -0- -0-
Samuel D. Kingsland 207,149 -0- -0-
Standish H. O'Grady 173,738 84,667 -0-
--------- --------- -------
TOTAL 5,133,090 2,940,183 713,879
========= ========= =======
Because voting and investment decisions concerning the above
securities may be made by or in conjunction with the other reporting
persons, each of the reporting persons may be deemed a member of a
group that shares voting and dispositive power over all of the above
securities. Although the reporting persons are reporting such
securities as if they were members of a group, the filing of this
Schedule shall not be construed as an admission by any reporting person
that it is a beneficial owner of any securities other than those
directly held by such reporting person.
Under the definition of "beneficial ownership" in Rule 13d-3
under the Securities Exchange Act of 1934, it is also possible that
the individual general partners, directors, executive officers,
members and/or managers of the foregoing entities might be deemed
the "beneficial owners" of some or all of the securities to which
this Schedule relates in that they might be deemed to share the
power to direct the voting or disposition of such securities.
Neither the filing of this Schedule nor any of its contents shall
be deemed to constitute an admission that any of such individuals
is, for any purpose, the beneficial owner of any of the securities
to which this Schedule relates, and such beneficial ownership is
expressly disclaimed.
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.
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 12 of 15
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.
Not applicable.
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 13 of 15
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: February 11, 2002.
TI VENTURES, L.P. H&Q TODD VENTURES MANAGEMENT LLC
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q INTERNAP INVESTORS, L.P. GRANITE VENTURES, LLC
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
TODD U.S. VENTURES LLC SAMUEL D. KINGSLAND
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q TI VENTURES MANAGEMENT, STANDISH H. O'GRADY
LLC
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q INTERNAP INVESTMENT
MANAGEMENT, LLC
By: /s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 14 of 15
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 15
CUSIP No. 45885A-10-2 SCHEDULE 13G Page 15 of 15
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to this Schedule
13G to evidence the agreement of the below-named parties, in
accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule and any
subsequent amendment jointly on behalf of each of such
parties.
DATED: February 11, 2002.
TI VENTURES, L.P. H&Q TODD VENTURES MANAGEMENT LLC
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q INTERNAP INVESTORS, L.P. GRANITE VENTURES, LLC
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
TODD U.S. VENTURES LLC SAMUEL D. KINGSLAND
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q TI VENTURES MANAGEMENT, STANDISH H. O'GRADY
LLC
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q INTERNAP INVESTMENT
MANAGEMENT, LLC
By: /s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact