Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Robertson David E
  2. Issuer Name and Ticker or Trading Symbol
IPARTY CORP [IPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO
(Last)
(First)
(Middle)
270 BRIDGE STREET, SUITE 301
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2013
(Street)

DEDHAM, MA 02026
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/09/2013   D   76,904 D $ 0.45 (1) 0 I IRA f/b/o David E. Robertson

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 0.14 05/09/2013   D     65,000   (2)   (6) Common Stock 65,000 $ 0.31 (6) 0 D  
Stock Option (Right to Buy) $ 0.28 05/09/2013   D     65,000   (3)   (6) Common Stock 65,000 $ 0.17 (6) 0 D  
Stock Option (Right to Buy) $ 0.11 05/09/2013   D     50,000   (4)   (6) Common Stock 50,000 $ 0.34 (6) 0 D  
Stock Option (Right to Buy) $ 0.07 05/09/2013   D     200,000   (5)   (6) Common Stock 200,000 $ 0.38 (6) 0 D  
Stock Option (Right to Buy) $ 0.29 05/09/2013   D     100,000   (5)   (6) Common Stock 100,000 $ 0.16 (6) 0 D  
Stock Option (Right to Buy) $ 0.42 05/09/2013   D     125,000   (5)   (6) Common Stock 125,000 $ 0.03 (6) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Robertson David E
270 BRIDGE STREET
SUITE 301
DEDHAM, MA 02026
      CFO  

Signatures

 /s/ David E Robertson   05/13/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to the Agreement and Plan of Merger among iParty Corp. (the "Issuer"), Party City Holdings Inc., and Confetti Merger Sub, Inc., a wholly-owned subsidiary of Party City Holdings Inc., dated March 1, 2013 (the "Merger Agreement"), each share of the Issuer's common stock was exchanged for $0.45 in cash, without interest and less any applicable withholding taxes (the "Merger").
(2) 27,075 of the stock options under this award were vested prior to the closing of the Merger. 37,925 of the stock options under this award accelerated and became fully vested as of the closing of the Merger.
(3) 48,735 of the stock options under this award were vested prior to the closing of the Merger. 16,265 of the stock options under this award accelerated and became fully vested as of the closing of the Merger.
(4) 48,970 of the stock options under this award were vested prior to the closing of the Merger. 1,030 of the stock options under this award accelerated and became fully vested as of the closing of the Merger.
(5) The stock options under this award were fully vested prior to the closing of the Merger.
(6) In connection with the Merger, the vested and/or exercisable portion of each Issuer stock option held by the Reporting Person was cancelled and, in exchange therefor, converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon the exercise of such option and $0.45 minus the exercise price of such option. The Reporting Person's options, if any, with an exercise price equal to or above $0.45 were canceled in connection with the Merger.

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