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*
COMMONWEALTH CAPITAL VENTURES III LP

(Last) (First) (Middle)
950 WINTER STREET, SUITE 4100

(Street)
WALTHAM MA 02451

(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)
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)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/06/2007 C 1,615,111 A (1) 1,615,111(2) D
Common Stock 11/06/2007 C 73,805 A (1) 73,805(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock (1) 11/06/2007 C 9,176,771 (1) (4) Common Stock 1,615,111(1)(2) $0.00 0 D
Series D Convertible Preferred Stock (1) 11/06/2007 C 419,350 (1) (4) Common Stock 73,805(1)(3) $0.00 0 D
1. Name and Address of Reporting Person*
COMMONWEALTH CAPITAL VENTURES III LP

(Last) (First) (Middle)
950 WINTER STREET, SUITE 4100

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CCV III ASSOCIATES LP

(Last) (First) (Middle)
950 WINTER STREET, SUITE 4100

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Commonwealth Venture Partners III LP

(Last) (First) (Middle)
950 WINTER STREET, SUITE 4100

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fitzgerald Michael T

(Last) (First) (Middle)
950 WINTER STREET, SUITE 4100

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Hurst Jeffrey M

(Last) (First) (Middle)
950 WINTER STREET, SUITE 4100

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
McCormack R Stephen Jr

(Last) (First) (Middle)
950 WINTER STREET, SUITE 4100

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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. These shares are owned solely by Commonwealth Capital Ventures III, L.P. Commonwealth Venture Partners III, L.P. is the sole General Partner of Commonwealth Capital Ventures III, L.P. Messrs. Fitzgerald, Hurst, and McCormack are General Partners of Commonwealth Venture Partners III, L.P., and exercise shared voting and investment power over the shares held by Commonwealth Capital Ventures III, L.P. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
3. These shares are owned solely by CCV III Associates, L.P. Commonwealth Venture Partners III, L.P. is the sole General Partner of CCV III Associates, L.P. Messrs. Fitzgerald, Hurst, and McCormack are General Partners of Commonwealth Venture Partners III, L.P., and exercise shared voting and investment power over the shares held by CCV III Associates, L.P. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
4. Not applicable.
Remarks:
By: Commonwealth Venture Partners III L.P. Its General Partner /s/ Michael Fitzgerald General Partner 11/08/2007
By: Commonwealth Venture Partners III L.P.; Its General Partner /s/ Michael Fitzgerald; General Partner 11/06/2007
/s/ Michael Fitzgerald; General Partner 11/06/2007
/s/ Michael Fitzgerald 11/06/2007
/s/ Jeffrey M. Hurst 11/06/2007
/s/ R. Stephen McCormack, Jr. 11/06/2007
** 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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