SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHWARTZ JEFFREY L

(Last)

(First)

(Middle)

ONE BLUE HILL PLAZA

(Street)

PEARL RIVER

10965

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRAFFIX INC [ TRFX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2005

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/24/2005		J		2,330	D	$5.3258	1,813,615⁽¹⁾	I	Trust for benefit of child

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options	$5.9							⁽³⁾	09/30/2014	COMMON STOCK	185,000		185,000	D
Options	$5.7							⁽²⁾	11/30/2011	COMMON STOCK	105,000		105,000	D
Options	$2.31							⁽²⁾	04/09/2011	COMMON STOCK	50,000		50,000	D
Options	$2.5							⁽²⁾	04/09/2011	COMMON STOCK	50,000		50,000	D
Options	$3							⁽²⁾	04/09/2011	COMMON STOCK	50,000		50,000	D
Options	$6.75							⁽²⁾	03/08/2010	COMMON STOCK	100,000		100,000	D

Explanation of Responses:

1. The sales reported hereby were made under a Rule 10b5-1 Selling Plan (the "Plan") of the Jeffrey L. Schwartz Quintel Stock Trust a/o 3/22/00 (the "Trust"), pursuant to which the Trust will be selling up to 23,300 shares of the Registrant's common stock, which sales, according to the Plan, are estimated to be completed over a period ending in February 2006 (subject to certain selling limitations contained in the Plan). The Plan provides that, in any event, no sales will be made later than July 31, 2006. The Filer is neither the beneficiary or trustee of the Trust (although his wife is the sole trustee) and he disclaims any beneficial interest in the shares held by the Trust. None of the Shares held by the Trust are included in the number of securities listed hereunder as being beneficially owned by the Filer. All of the Shares reflected on Table I, Box 5 are owned directly by the Filer.

2. These options are fully exercisable.

3. These options were granted pursuant to an amendment to Filer's Employment Agreement, dated December 1, 2001, as amended (the "Agreement"). 75,000 of such options are immediately exercisable and the remaining 110,000 options vest on November 1, 2005, provided that certain financial milestones, more fully explained in the Agreement, are met.

	/s/ Jeffrey L Schwartz	10/27/2005
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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