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^*

DEMAND AGGREGATION SOLUTIONS LLC

(Last)

(First)

(Middle)

5001 LBJ FREEWAY, SUITE 275

(Street)

DALLAS

75244

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AXTIVE CORP [ AXTC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2004

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, $0.01 par value	02/26/2004		C		1,272,000⁽¹⁾	A	$0.0769⁽²⁾	1,272,000	D
Common Stock, $0.01 par value	02/26/2004		J		1,272,000⁽³⁾	D	$0.0769⁽⁴⁾	0	D

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)
Series A Convertible Preferred Stock, $0.01 par value	$1	02/26/2004	02/26/2004	C			1,200	05/23/2003	⁽⁵⁾	Common Stock, $0.01 par value	1,272,000⁽⁶⁾	$1,000	0	D
Warrant to Purchase Common Stock	$2	02/26/2004	02/26/2004	J			240,000	05/23/2005	05/23/2007	Common Stock, $0.01 par value	240,000⁽⁷⁾	$0	0	D

Explanation of Responses:

1. The Reporting Person directly owned 1,200 shares of Preferred Stock, which were automatically converted into 1,272,000 shares of common stock.

2. The exact price of the securities was $0.07687 per share.

3. The Reporting Person transferred 1,272,000 shares of common stock to B/K Venture Capital, LLP. The Reporting Person does not currently hold any capital stock of Axtive Corporation.

4. The exact price of the securities was $0.07687 per share.

5. There was no expiration date for the conversion of the Preferred Stock.

6. Conversion was determined by dividing the liquidation price with respect to the preferred stock (which is equal to the issuance price of $1,000 per share plus any accrued, but unpaid dividends) by the conversion price. The conversion reflects accrued, but unpaid dividends of $60.00 per share with respect to the preferred stock. Upon conversion, the 1,272,000 shares of common stock were transferred to B/K Venture Capital, LLP.

7. The warrants, which were issued in connection with the purchase of Preferred Stock, were waived and terminated by the Reporting Person, effective as of February 26, 2004, in connection with the automatic conversion of the Preferred Stock and the issuer's private placement of Common Stock on February 26, 2004.

	/s/ Ron Beneke	03/01/2004
	** 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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