UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
Blue Martini Software, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
| 095698 50 2 (CUSIP Number) |
December 31, 2004
(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)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 095698 50 2 | 13G | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Monte Zweben |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 SOLE VOTING POWER
3,571,887 (1) 6 SHARED VOTING POWER
-0- 7 SOLE DISPOSITIVE POWER
3,571,887 (1) 8 SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,571,887 (1) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.1% |
|||
| 12 | TYPE OF REPORTING PERSON*
IN |
| (1) | Includes 152,194 shares issuable pursuant to options exercisable within 60 days of December 31, 2004. Also, includes 3,006,551 shares held by Monte Zweben, Trustee of The Zweben Family Revocable Trust UTA dated 10/17/97, as amended, and 413,142 shares held by The Zweben Family Limited Partnership. |
| * | SEE INSTRUCTION BEFORE FILLING OUT! |
Page 2 of 8 pages
| CUSIP No. 095698 50 2 | 13G | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Monte Zweben, Trustee of The Zweben Family Revocable Trust UTA dated 10/17/97, as amended |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 SOLE VOTING POWER
3,006,551 6 SHARED VOTING POWER
-0- 7 SOLE DISPOSITIVE POWER
3,006,551 8 SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,006,551 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.0% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
| * | SEE INSTRUCTION BEFORE FILLING OUT! |
Page 3 of 8 pages
| CUSIP No. 095698 50 2 | 13G | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
The Zweben Family Limited Partnership |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 SOLE VOTING POWER
413,142 6 SHARED VOTING POWER
-0- 7 SOLE DISPOSITIVE POWER
413,142 8 SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,142 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3% |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
| * | SEE INSTRUCTION BEFORE FILLING OUT! |
Page 4 of 8 pages
| Item 1. |
(a) |
Name of Issuer
Blue Martini Software, Inc. |
||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices
2600 Campus Drive San Mateo, CA 94403 |
|||||||||||
| Item 2. |
(a) |
Name of Person Filing
Monte Zweben Monte Zweben, Trustee of The Zweben Family Revocable Trust UTA dated 10/17/97, as amended (“Trust”) The Zweben Family Limited Partnership (“Partnership”) |
||||||||||
| (b) |
Address of Principal Business Office or, if none, Residence
2600 Campus Drive San Mateo, CA 94403 |
|||||||||||
| (c) |
Citizenship
Monte Zweben Trust Partnership |
USA California California |
||||||||||
| (d) |
Title of Class of Securities
Common Stock |
|||||||||||
| (e) |
CUSIP Number
095698 50 2 |
|||||||||||
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable |
|||||||||||
Page 5 of 8 pages
| Item 4. |
Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| Monte Zweben Trust Partnership |
3,571,887 (1) 3,006,551 413,142 |
|||||||||
| (b) | Percent of Class: | |||||||||
| Monte Zweben Trust Partnership |
28.1% 24.0% 3.3% |
|||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote: | |||||||||
| Monte Zweben Trust Partnership |
3,571,887 (1) 3,006,551 413,142 |
|||||||||
| (ii) | Shared power to vote or to direct the vote: | |||||||||
| Monte Zweben Trust Partnership |
0 0 0 |
|||||||||
| (iii) | Sole power to dispose or to direct the disposition of: | |||||||||
| Monte Zweben Trust Partnership |
3,571,887 (1) 3,006,551 413,142 |
|||||||||
| (iv) | Shared power to dispose or to direct the disposition of: | |||||||||
| Monte Zweben Trust Partnership |
0 0 0 |
|||||||||
| (1) | Includes 152,194 shares issuable pursuant to options exercisable within 60 days of December 31, 2004. Also, includes 3,006,551 shares held by Monte Zweben, Trustee of The Zweben Family Revocable Trust UTA dated 10/17/97, as amended, and 413,142 shares held by The Zweben Family Limited Partnership. |
| (1) | Includes 152,194 shares issuable pursuant to options exercisable within 60 days of December 31, 2004. Also, includes 3,006,551 shares held by Monte Zweben, Trustee of The Zweben Family Revocable Trust UTA dated 10/17/97, as amended, and 413,142 shares held by The Zweben Family Limited Partnership. |
| (1) | Includes 152,194 shares issuable pursuant to options exercisable within 60 days of December 31, 2004. Also, includes 3,006,551 shares held by Monte Zweben, Trustee of The Zweben Family Revocable Trust UTA dated 10/17/97, as amended, and 413,142 shares held by The Zweben Family Limited Partnership. |
Page 6 of 8 pages
| Item 5. |
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. |
|||||||||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
Not applicable |
|||||||||
| 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 a Group
Not applicable |
|||||||||
| Item 10. |
Certification
Not applicable |
|||||||||
Page 7 of 8 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2005 |
| Date |
| /s/ Monte Zweben |
| Signature |
| Monte Zweben |
| MONTE ZWEBEN, TRUSTEE OF THE ZWEBEN FAMILY REVOCABLE TRUST UTA DATED 10/17/97. AS AMENDED |
| /s/ Monte Zweben |
| Monte Zweben, Trustee |
| THE ZWEBEN FAMILY LIMITED PARTNERSHIP |
| /s/ Monte Zweben |
| Monte Zweben, General Partner |
Page 8 of 8 pages