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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___________)

Digital Impact, Inc.


(Name of Issuer)

Common Stock


(Title of Class of Securities)

25385G106


(CUSIP Number)

February 10, 2005


(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

o

 

Rule 13d-1(b)

x

 

Rule 13d-1(c)

o

 

Rule 13d-1(d)

 




 

 

 

 

 

 

 

 

13G

CUSIP No. 25385G106


 

 

1.

Name of Reporting Person:
G Nicholas Farwell

I.R.S. Identification Nos. of above persons (entities only):


 

 

2.

Check the Appropriate Box if a Member of a Group:

 

 

(a)

o

 

 

 

(b)

o

 


 

3.

SEC Use Only:


 

4.

Citizenship or Place of Organization:
U.S.A.


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

 

 

 

 

5.

Sole Voting Power: 0


6.

Shared Voting Power: 1,832,650


7.

Sole Dispositive Power: 0


8.

Shared Dispositive Power: 1,832,650


 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 1,832,650


 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o


 

11.

Percent of Class Represented by Amount in Row (9): 5.26%


 

12.

Type of Reporting Person: IN


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Item 1.

 

 

 

(a)

 

Name of Issuer: Digital Impact, Inc.

 

 

 

(b)

 

Address of Issuer's Principal Executive Offices:

 

 

177 Bovet Road, San Mateo, California 94402

Item 2.

 

 

 

(a)

 

Name of Person Filing: G Nicholas Farwell

 

 

 

(b)

 

Address of Principal Business office or, if none, Residence:

 

 

1240 Arbor Road, Menlo Park, CA 94025

 

 

 

(c)

 

Citizenship: U.S.A.

 

 

 

(d)

 

Title of Class of Securities: Common Stock

 

 

 

(e)

 

CUSIP Number: 25385G106

Item 3. N/A.

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Item 4. Ownership.

 

 

 

(a)

 

Amount Beneficially Owned: 1,832,650

 

 

 

(b)

 

Percent of Class: 5.26%

 

 

 

(c)

 

Number of Shares as to which the person has:

 

 

 

 

 

 

 

 

 

 

(i)

 

Sole power to vote or direct the vote: 0

 

 

 

 

 

 

 

 

 

 

 

(ii)

 

Shared power to vote or to direct the vote: 1,832,650

 

 

 

 

 

 

 

 

 

 

 

(iii)

 

Sole power to dispose or to direct the disposition of: 0

 

 

 

 

 

 

 

 

 

 

 

(iv)

 

Shared power to dispose or to direct the disposition of: 1,832,650

 

 

Item 5. Ownership of Five Percent or Less of a Class. N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
             Parent Holding Company.
N/A

Item 8. Identification and Classification of Members of the Group. N/A

Item 9. Notice of Dissolution of Group. N/A

4




 

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

 

 

 

 

 

Date: February 11, 2005

 

 


 

 

 

 

 

 

 

 

By: /s/ G Nicholas Farwell

 

 


 

 

Name: G Nicholas Farwell

 

 


 

 

Title: Shareholder

 

 


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