Ubs Capital II Inc SEC Form 3 Filed July 15, 2004

Ubs Capital II Inc SEC Form 3 Filed July 15, 2004: Initial statement of beneficial ownership of secu...

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FORM 3 SUBMISSION

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

UBS CAPITAL II LLC

(Last)

(First)

(Middle)

48 SIGNAL ROAD

(Street)

STAMFORD

06902-7916

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2004

3. Issuer Name and Ticker or Trading Symbol
GREENFIELD ONLINE INC [ SRVY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	156,006	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred stock	⁽²⁾	⁽²⁾	Common stock	800,222	0.00⁽²⁾	I	See Footnote⁽¹⁾
Series C-1 Preferred stock	⁽²⁾	⁽²⁾	Common stock	1,539,295	0.00⁽²⁾	I	See Footnote⁽¹⁾
Series B Preferred stock	⁽²⁾	⁽²⁾	Common stock	263,180	0.00⁽²⁾	I	See Footnote⁽¹⁾
Warrants	12/17/2002	03/03/2005	Common stock	465	117.18	I	See Footnote⁽³⁾

1. Name and Address of Reporting Person^*

UBS CAPITAL II LLC

(Last)

(First)

(Middle)

48 SIGNAL ROAD

(Street)

STAMFORD

06902-7916

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

UBS AG

(Last)

(First)

(Middle)

BAHNHOFSTRASSE 45

PO BOX CH 8098

(Street)

ZURICH

NONE

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects securities held by UBS Capital II LLC. UBS Capital II LLC is an indirect wholly owned subsidiary of UBS AG. UBS AG disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

2. Each share of Preferred Stock may be converted at any time into Common Stock at a conversion rate of 14 shares of Preferred Stock per one share of Common Stock, and all of the outstanding shares of Preferred Stock will be mandatorily converted into Common Stock upon the completion of an initial public offering.

3. Reflects shares of Common Stock subject to currently exercisable warrants held by UBS Capital II LLC. UBS Capital II LLC is an indirect wholly owned subsidiary of UBS AG. UBS AG disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

Remarks:

	Lawrence R. Handen, Attorney-in-Fact; Marc Unger, Attorney-in-Fact	07/15/2004
	Robert C. Dinerstein, Prinicipal; Per E. Dyrvik, Principal	07/15/2004
	** Signature of Reporting Person	Date
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 5 (b)(v).
** 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.
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