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^*

PERREAULT JUSTIN J

(Last)

(First)

(Middle)

C/O SOUNDBITE COMMUNICATIONS, INC.

22 CROSBY DRIVE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUNDBITE COMMUNICATIONS INC [ SDBT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2007

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	11/06/2007		C		1,615,111	A	⁽¹⁾	1,615,111	I	By Commonwealth Capital Ventures III, L.P.⁽²⁾
Common Stock	11/06/2007		C		73,805	A	⁽¹⁾	73,805	I	By CCV III Associates, L.P.⁽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)
Series D Convertible Preferred Stock	⁽¹⁾	11/06/2007		C			9,176,771	⁽¹⁾	⁽³⁾	Common Stock	1,615,111⁽¹⁾	$0.00	0	I	By Commonwealth Capital Ventures III, L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	11/06/2007		C			419,350	⁽¹⁾	⁽³⁾	Common Stock	73,805⁽¹⁾	$0.00	0	I	By CCV III Associates, L.P.⁽²⁾

Explanation of Responses:

1. The Series D Convertible Preferred Stock converted into Common Stock on a 1-for-5.681818 basis upon the closing of the Issuer's initial public offering without payment of consideration.

2. Mr. Perreault is a General Partner of Commonwealth Venture Partners III, L.P., which is the sole General Partner of Commonwealth Capital Ventures III, L.P. and CCV III Associates, L.P. Mr. Perreault, by virtue of his management position in Commonwealth Venture Partners III, L.P. may be deemed to share voting and investment power with respect to the shares held by Commonwealth Capital Ventures III, L.P. and CCV III Associates, L.P. Mr. Perreault disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. Not applicable.

Remarks:

	/s/ Robert C. Leahy, attorney-in-fact for Justin J. Perreault	11/08/2007
	** 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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