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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._____)* divine interVentures, inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 255404 10 5 ------------------------------ (CUSIP Number) - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Robert A. Eshelman, Esq. Deputy General Counsel, Finance & Operations Microsoft Corporation One Microsoft Way Redmond, Washington 98052-6399 (425) 882-8080 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] 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. 255404 10 5 ----------- - ------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSON Microsoft Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 91-1144442 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington - ------------------------------------------------------------------------------ 5 SOLE VOTING POWER NUMBER OF 9,722,221 SHARES ----------------------------------------------------------- 6 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ----------------------------------------------------------- 7 SOLE DISPOSITIVE POWER EACH 9,722,221 REPORTING ----------------------------------------------------------- 8 SHARED DISPOSITIVE POWER PERSON WITH -0- - ------------------------------------------------------------------------------ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,722,221 - ------------------------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] - ------------------------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.52% - ------------------------------------------------------------------------------ 12 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ Item 1. (a) Name of Issuer: divine interVentures inc. (b) Address of Issuer's Principal Executive Offices: 4225 Naperville Road, Suite 400 Lisle, Illinois 60532 2 Item 2. (a) Name of Person Filing: Microsoft Corporation (b) Address of Principal Business Office: One Microsoft Way Redmond, Washington 98052-6399 (c) Citizenship: State of Washington (d) Title of Class of Securities: Class A Common Stock, par value $0.001 per share (e) CUSIP Number: 255404 10 5 Item 3. Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned: (b) Percent of Class: (1) Microsoft Corporation ("Microsoft") is the registered holder of 9,722,222 shares of Class A Common Stock. Pursuant to Rule 13d-1(d) of the Securities Exchange Act of 1934, as amended, Microsoft is required to file a Schedule 13G with respect to such shares by July 28, 2000. Microsoft became the registered holder of such shares of Common Stock by virtue of the closing of the private placement of shares concurrent with the completion of the initial public offering of Common Stock of divine interVentures, inc. on July 18, 2000. (2) Based on 114,158,942, the number of shares of Class A Common Stock outstanding as of July 12, 2000 (as reported in divine interVentures, inc.'s prospectus filed pursuant to Rule 424(b)(4) filed with the SEC on July 12, 2000), Microsoft's percentage ownership is 8.52% as of the date of this filing. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 9,722,222 (ii) shared power to vote or to direct the vote -0- (iii) sole power to dispose or to direct the disposition of 9,722,222 (iv) shared power to dispose or to direct the disposition of -0- Item 5. Ownership of Five Percent or Less of a Class Not Applicable. 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 3 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 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. [Remainder of page intentionally blank] 4 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. July 28, 2000 MICROSOFT CORPORATION By /s/ Robert A. Eshelman ------------------------------------- Robert A. Eshelman Deputy General Counsel, Finance & Operations 5