FORM 4 OMB APPROVAL OMB Number: 3235-0287 [ ] Check this box if no longer Expires: September 30, 1998 subject to Section 16. Form 4 or Estimated average burden Form 5 obligations may hours per response... 0.5 continue. See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person* Harding William J. (Last) (First) (Middle) 1221 Avenue of the Americas (Street) New York NY 10020 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol InterNAP Network Services Corporation (INAP) 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for Month/Year 11/2000 5. If Amendment Date of Original (Month/Year) N/A 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner ------ ------ Officer (give Other (specify ------ title below) ------ below) --------------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person --- Form filed by More than One Reporting Person ---
<TABLE> Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned <CAPTION> 1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature action action or Disposed of (D) Securities ship of Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirecat (Instr. 8) Owned at Direct Bene- End of Month (D) or ficial (Month/ (Inst. 3 Indirect Owner- Day/ (A or and 4) (l) ship Year) Code V Amount (D) Price (Instr. 4) (Instr.4) <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> Common Stock 10/31/00 J(1) 42,285 A 0 89,035 D through participation Common Stock 14,347,679 I(2) by partnerships </TABLE>
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 4(b)(v).
<TABLE> FORM 4 (continued) Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) <CAPTION> 1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature tive Security sion or action action Deriva- Exer- Amount of of de- ship of Security Exer- Date Code tive cisable of Under- Deriv- rivative Form In- (Instr. 3 cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi- of Year) Acquired tion ties ities Bene- Secur- cial Deri- (A) or Date (Instr. Bene- ficially ity Owner- vative Disposed (Month/ 3 and ficially Owned Direct(D) ship Secur- of (D) Day/ 4) Owned at End or In- (Instr. ity (Instr. Year) at End of direct 4) 3, 4 and 5) Month (Instr. (Instr. (Instr. 4) 4) 5) Amount Date Expir- Number Exer- ration of Code V (A) (D) cisable Date Title Shares <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> Explanation of Responses: 1. The Reporting Person received 42,285 shares of Common Stock in a distribution-in-kind from Morgan Stanley Venture Partners III, L.L.C., the general partner (the "General Partner") of Morgan Stanley Venture Partners III, L.P., Morgan Stanley Venture Investors III, L.P., and The Morgan Stanley Venture Partners Entrepreneur Fund, L.P (collectively, the "Funds"). The General Partner had received the shares of Common Stock in distributions-in-kind from the Funds. The distributions-in-kind occurred on 10/31/2000 and the Reporting Person will receive his shares of Common Stock on 11/17/2000. 2. The Reporting Person is a managing member of the General Partner. The Reporting Person disclaims any beneficial ownership of any of the securities owned by the Funds except to the extent of any proportionate pecuniary interest therein. As at the end of October 2000 and after giving effect to the above-mentioned distributions-in-kind, the Funds owned 14,347,679 shares of the Common Stock. /s/ William J. Harding 11/16/00 ------------------------------- ---------- **Signature of Reporting Person Date By: William J. Harding </TABLE>
**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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.