CUSIP No. 15100A104
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Item 1(a). Name of Issuer:
Celebrate Express, Inc.
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(b). Address of Issuer's Principal Executive Offices:
11220 120th Avenue NE
Kirkland, Washington 98033
United States
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Item 2(a). Name of Persons Filing:
Whitney R. Tilson
Glenn H. Tongue
T2 Partners Management, LP
T2 Partners Group, LLC
T2 Partners Management, LLC
T2 Accredited Fund, LP
T2 Qualified Fund, LP
Tilson Offshore Fund, LTD
Tilson Focus Fund
The name of the person filing this statement (the "Statement") is T2
Partners Management, LP. T2 Partners Management, LP is the
investment manager of T2 Qualified Plan, LP, a Delaware limited
partnership, T2 Accredited Fund, LP, a Delaware limited partnership,
Tilson Offshore Fund, Ltd., a Cayman Islands limited company and
Tilson Focus Fund, a registered investment company. T2 Partners
Management, LLC is the General Partner of T2 Accredited Fund, LP and
T2 Qualified Fund, LP. T2 Partners Group, LLC controls T2 Partners
Management LP. Whitney R. Tilson and Glenn H. Tongue control T2
Partners Management LP, T2 Partners Management LLC and T2 Partners
Group, LLC.
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(b). Address of Principal Business Office, or if None, Residence:
145 East 57th Street, Tenth Floor
New York, New York 10022
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(c). Citizenship:
Citizenship noted under Item 4 for each reporting person.
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(d). Title of Class of Securities:
Common Stock, $0.001 par value
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(e). CUSIP Number:
15100A104
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Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15
U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
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.
See Items 5-9 and 11 on the cover page for each filer.
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 [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certification.
By signing below we certify that, to the best of our 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 such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
March 18, 2008
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(Date)
/s/ WHITNEY R. TILSON
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Whitney R. Tilson
/s/ GLENN H. TONGUE
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Glenn H. Tongue
T2 Partners Management, LP
By: T2 Partners Group, LLC, General Partner
By: /s/ WHITNEY R. TILSON
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Whitney R. Tilson, Managing Member
T2 Partners Group, LLC
By: /s/ WHITNEY R. TILSON
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Whitney R. Tilson, Managing Member
T2 Partners Management, LLC
By: /s/ WHITNEY R. TILSON
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Whitney R. Tilson, Managing Member
T2 Accredited Fund, LP
By: T2 Partners Management, LLC, General Partner
By: /s/ WHITNEY R. TILSON
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Whitney R. Tilson, Managing Member
T2 Qualified Fund, LP
By: T2 Partners Management, LLC, General Partner
By: /s/ WHITNEY R. TILSON
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Whitney R. Tilson, Managing Member
T2 Offshore Fund, LTD
By: /s/ WHITNEY R. TILSON
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Whitney R. Tilson, Director
T2 Focus Fund
By: /s/ WHITNEY R. TILSON
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Whitney R. Tilson, Trustee
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