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^*

WADSWORTH ROBERT M

(Last)

(First)

(Middle)

C/O SWITCHBOARD INC.

120 FLANDERS ROAD

(Street)

WESTBOROUGH

01581

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SWITCHBOARD INC [ SWBD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2004

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	06/03/2004		J⁽¹⁾		9,802,421	D	$7.75	0.0	I	See Note⁽²⁾

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)
Stock Option (right to buy)	$8.5	06/03/2004		D			40,000	06/03/2004⁽³⁾	09/14/2009	Common Stock	40,000	$0.0⁽³⁾	0.0	D
Stock Option (right to buy)	$2.625	06/03/2004		D			10,000	06/03/2004⁽³⁾	04/24/2011	Common Stock	10,000	$5.125⁽³⁾	0.0	D
Stock Option (right to buy)	$4.08	06/03/2004		D			10,000	06/03/2004⁽³⁾	05/16/2011	Common Stock	10,000	$3.67⁽³⁾	0.0	D
Stock Option (right to buy)	$4.45	06/03/2004		D			40,000	06/03/2004⁽³⁾	01/29/2012	Common Stock	40,000	$3.3⁽³⁾	0.0	D
Stock Option (right to buy)	$6.15	06/03/2004		D			10,000	06/03/2004⁽³⁾	05/16/2012	Common Stock	10,000	$1.6⁽³⁾	0.0	D
Stock Option (right to buy)	$7	06/03/2004		D			30,000	06/03/2004⁽³⁾	11/13/2013	Common Stock	30,000	$0.75⁽³⁾	0.0	D

Explanation of Responses:

1. Represents shares of the issuer held by ePresence, Inc. These shares were converted into a right to receive $7.75 per share pursuant to a merger agreement between the issuer and Infospace, Inc.

2. Represents shares of the issuer held by ePresence, Inc., of which the reporting person is a director. In addition, the reporting person is a managing director of HarbourVest Partners, LLC, which is the general partner of an ePresence shareholder. As such, the reporting person may be deemed to beneficially own the shares held by ePresence. The reporting person disclaims beneficial ownership of the shares of the issuer held by ePresence for the purposes of Section 16 or for any other purpose, except, for purposes of Section 16, to the extent of his pecuniary interest therein.

3. These options were canceled in the merger contemplated a merger agreement between the issuer and InfoSpace, Inc. for a cash payment, in the aggregate, of $258,450, representing the difference between the exercise price of the options and the value of the underlying common stock, which was valued at the $7.75 per share merger consideration paid in the merger.

	/s/ Robert Wadsworth	06/07/2004
	** 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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