Form of Specimen Common Stock Certificate




					
	 	  	CERTIFICATE OF STOCK	  	Exhibit 4.01
			
	 	  	[GRAPHIC]	  	 
			
	 	  	

	  	COMMON STOCK
			
	 	  	DESIGN WITHIN REACH, INC.	  	[GRAPHIC]
			
	 	  	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	  	SEE REVERSE FOR
CERTAIN DEFINITIONS  
 CUSIP 250557 10 5


  
 THIS CERTIFIES THAT: 
  
  
  
  
  
 IS THE OWNER OF

  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE
$.001 PER SHARE, OF 
  
 DESIGN WITHIN REACH, INC.

  
 transferable on the books of Design Within Reach, Inc. by the holder
hereof in person, or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
  
 IN WITNESS WHEREOF, Design Within Reach, Inc. has caused this Certificate to
be executed by the facsimile signatures of its duly authorized officers and sealed with the facsimile seal of Design Within Reach, Inc. 
  
 Dated: 
  

					
	FOR POSITION ONLY	 	 	 	FOR POSITION ONLY
			
	/s/    David Barnard        	 	[SEAL]	 	/s/    Wayne Badovinus        
	
	 	 	 	

	SECRETARY AND CHIEF FINANCIAL OFFICER	 	 	 	PRESIDENT AND CHIEF EXECUTIVE OFFICER

  
 COUNTERSIGNED AND REGISTERED: 
  
 AMERICAN STOCK
TRANSFER & TRUST COMPANY 
  
 TRANSFER AGENT AND REGISTRAR

  

			
		
	BY	 	 
	 	 	

	 	 	AUTHORIZED SIGNATURE


  









 The Corporation will furnish without charge to each stockholder who so requests in writing, the
designations, powers, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request may be
made to the Corporation or to the Transfer Agent. 
  
 The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

							
	TEN COM	 	–	 	as tenants in common	 	UNIF GIFT MIN ACT –                  Custodian
                
	TEN ENT	 	–	 	as tenants by the entireties	 	       (Cust)
                     (Minor)

	JT TEN	 	–	 	as joint tenants with right of survivorship and not as tenants in common	 	   under Uniform Gifts to Minors
   Act                                    
                

	 	 	 	 	 	 	                               (State)


  
 Additional
abbreviations may also be used though not in the above list. 
  
 FOR VALUE RECEIVED,
                                        
                                        
                                 hereby sell, assign and transfer unto 
  

	
	 PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING NUMBER OF ASSIGNEE

	
	  
	


  

					
	 	 	 	  	 
	

	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
	 	 	 	  	 
	

	 	 	 	  	 
	

	 	 	 	  	 
	

	 	 	Shares
	
	 	 	 
	of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 
	

	Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

  

			
	 Dated
	 	 
	 	 	


  

			
	X	 	 
	 	 	

		
	X	 	 
	 	 	

	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


  
 Signature(s) Guaranteed

  

			
		
	 By
	 	 
	 	 	

	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

  
 KEEP THIS CERTIFICATE
IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.