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^*

Engmann Michael W.

(Last)

(First)

(Middle)

220 BUSH STREET

SUITE 950

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMUNICATION INTELLIGENCE CORP [ CICI.OB ]

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)
01/24/2012

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	01/24/2012		C		426,899	A	⁽⁵⁾	6,977,978⁽¹⁾	D
Common Stock	01/24/2012		C		124,547	A	⁽⁶⁾	7,102,525⁽¹⁾	D
Common Stock	01/24/2012		C		124,547	A	⁽⁶⁾	7,227,072⁽¹⁾	D
Common Stock	01/24/2012		C		124,547	A	⁽⁶⁾	7,351,619⁽¹⁾	D
Common Stock	01/24/2012		C		100,897	A	⁽⁷⁾	7,425,516⁽¹⁾	D
Common Stock	01/24/2012		C		97,858	A	⁽⁸⁾	7,550,374⁽¹⁾	D
Common Stock	01/24/2012		C		98,056	A	⁽⁹⁾	7,648,430⁽¹⁾	D
Common Stock	01/24/2012		C		96,118	A	⁽¹⁰⁾	7,744,548⁽¹⁾	D
Common Stock	01/24/2012		C		426,899	A	⁽⁵⁾	3,073,846⁽²⁾	D
Common Stock	01/24/2012		C		125,547	A	⁽⁶⁾	3,199,393⁽²⁾	D
Common Stock	01/24/2012		C		124,547	A	⁽⁶⁾	3,323,940⁽²⁾	D
Common Stock	01/24/2012		C		124,547	A	⁽⁶⁾	3,448,487⁽²⁾	D
Common Stock	01/24/2012		C		8,497	A	⁽¹¹⁾	3,456,984⁽²⁾	D
Common Stock	01/24/2012		C		8,241	A	⁽¹²⁾	3,465,225⁽²⁾	D
Common Stock	01/24/2012		C		8,258	A	⁽¹³⁾	3,473,488⁽²⁾	D
Common Stock	01/24/2012		C		8,095	A	⁽¹⁴⁾	3,481,578⁽²⁾	D
Common Stock	01/24/2012		C		2,882	A	⁽¹⁵⁾	3,484,460⁽²⁾	D
Common Stock	01/24/2012		C		16,516	A	⁽¹⁶⁾	1,188,133⁽³⁾	D
Common Stock	01/24/2012		C		16,189	A	⁽¹⁷⁾	1,204,322⁽³⁾	D
Common Stock	01/24/2012		C		16,995	A	⁽¹⁸⁾	1,221,317⁽³⁾	D
Common Stock	01/24/2012		C		16,482	A	⁽¹⁹⁾	1,237,799⁽³⁾	D
Common Stock	01/24/2012		C		5,765	A	⁽²⁰⁾	1,243,564⁽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)
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)
Common Stock Warrants (right to buy)⁽¹⁾⁽⁴⁾	$0.06	01/24/2012		C			892,608	06/30/2010	06/30/2013	Common Stock	892,608	⁽⁵⁾	0	D
Common Stock Warrants (right to buy)⁽¹⁾⁽⁴⁾	$0.06	01/24/2012		C			260,417	06/03/2010	06/03/2013	Common Stock	260,417	⁽⁶⁾	0	D
Common Stock Warrants (right to buy)⁽¹⁾⁽⁴⁾	$0.06	01/24/2012		C			260,417	05/19/2010	05/19/2013	Common Stock	260,417	⁽⁶⁾	0	D
Common Stock Warrants (right to buy)⁽¹⁾⁽⁴⁾	$0.06	01/24/2012		C			260,417	05/04/2010	05/04/2013	Common Stock	260,417	⁽⁶⁾	0	D
Common Stock Warrants (right to buy)⁽¹⁾⁽⁴⁾	$0.06	01/24/2012		C			210,967	06/30/2010	06/30/2013	Common Stock	210,967	⁽⁷⁾	0	D
Common Stock Warrants (right to buy)⁽¹⁾⁽⁴⁾	$0.06	01/24/2012		C			204,613	03/31/2010	03/31/2013	Common Stock	204,613	⁽⁸⁾	0	D
Common stock Warrants (right to buy)⁽¹⁾⁽⁴⁾	$0.06	01/24/2012		C			205,026	12/31/2010	12/31/2013	Common Stock	205,026	⁽⁹⁾	0	D
Common Stock Warrants (right to buy)⁽¹⁾⁽⁴⁾	$0.06	01/24/2012		C			200,973	09/03/2009	09/03/2012	Common Stock	200,973	⁽¹⁰⁾	0	D
Common Stock Warrants (right to buy)⁽²⁾⁽⁴⁾	$0.06	01/24/2012		C			892,608	06/30/2010	06/30/2013	Common Stock	892,608	⁽⁵⁾	0	D
Common Stock Warrants (right to buy)⁽²⁾⁽⁴⁾	$0.06	01/24/2012		C			260,417	06/03/2010	06/03/2013	Common Stock	260,417	⁽⁶⁾	0	D
Common Stock Warrants (right to buy)⁽²⁾⁽⁴⁾	$0.06	01/24/2012		C			260,417	05/19/2010	05/19/2013	Common Stock	260,417	⁽⁶⁾	0	D
Common Stock Warrants (right to buy)⁽²⁾⁽⁴⁾	$0.06	01/24/2012		C			260,417	05/04/2010	05/04/2013	Common Stock	260,417	⁽⁶⁾	0	D
Common Stock Warrants (right to buy)⁽²⁾⁽⁴⁾	$0.06	01/24/2012		C			17,767	06/30/2010	06/30/2013	Common Stock	17,767	⁽¹¹⁾	0	D
Common Stock Warrants (right to buy)⁽²⁾⁽⁴⁾	$0.06	01/24/2012		C			17,232	03/31/2010	03/31/2013	Common Stock	17,232	⁽¹²⁾	0	D
Common Stock Warrants (right to buy)⁽²⁾⁽⁴⁾	$0.06	01/24/2012		C			17,266	12/31/2009	12/31/2012	Common Stock	17,266	⁽¹³⁾	0	D
Common Stock Warrants (right to buy)⁽²⁾⁽⁴⁾	$0.06	01/24/2012		C			16,925	09/30/2009	09/30/2012	Common Stock	16,925	⁽¹⁴⁾	0	D
Common Stock Warrants (right to buy)⁽²⁾⁽⁴⁾	$0.06	01/24/2012		C			6,027	06/30/2009	06/30/2012	Common Stock	6,027	⁽¹⁵⁾	0	D
Common Stock Warrants (right to buy)⁽³⁾⁽⁴⁾	$0.06	01/24/2012		C			34,533	12/31/2009	12/31/2012	Common Stock	34,533	⁽¹⁶⁾	0	D
Common Stock Warrants (right to buy)⁽³⁾⁽⁴⁾	$0.06	01/24/2012		C			33,850	09/30/2009	09/30/2012	Common Stock	33,850	⁽¹⁷⁾	0	D
Common Stock Warrants (right to buy)⁽³⁾⁽⁴⁾	$0.06	01/24/2012		C			35,354	06/30/2010	06/30/2013	Common Stock	35,354	⁽¹⁸⁾	0	D
Common Stock Warrants (right to buy)⁽³⁾⁽⁴⁾	$0.06	01/24/2012		C			34,463	03/31/2010	03/31/2013	Common Stock	34,463	⁽¹⁹⁾	0	D
Common Stock Warrants (right to buy)⁽³⁾⁽⁴⁾	$0.06	01/24/2012		C			12,055	06/30/2009	06/30/2012	Common Stock	12,055	⁽²⁰⁾	0	D

Explanation of Responses:

1. These securities are owned soleley by Michael W. Engmann, who is a member of a "group" with Kendu Partners and MDNH Partners, a California limited partnership, for purposes of Section 13(d) of the Exchange Act.

2. These securities are owned soleley by MDNH Partners, a California limited partnership, which is a member of a "group" with Michael W. Engmann and Kendu Partners for purposes of Section 13(d) of the Exchange Act.

3. These securities are owned soleley by Kendu Partners, which is a member of a "group" with Michael W. Engmann and MDNH Partners, a California limited partnership, for purposes of Section 13(d) of the Exchange Act.

4. Underlying common stock may be acquired by cash-less exercise at a price based in part on the common stock's five-day average closing price.

5. 465,709 shares paid in cash-less exercise.

6. 135,870 shares paid in cash-less exercise.

7. 110,070 shares paid in cash-less exercise.

8. 106,755 shares paid in cash-less exercise.

9. 106,970 shares paid in cash-less exercise.

10. 104,855 shares paid in cash-less exercise.

11. 9,270 shares paid in cash-less exercise.

12. 8,991 shares paid in cash-less exercise.

13. 9,008 shares paid in cash-less exercise.

14. 8,830 shares paid in cash-less exercise.

15. 3,145 shares paid in cash-less exercise.

16. 18,017 shares paid in cash-less exercise.

17. 17,661 shares paid in cash-less exercise.

18. 18,539 shares paid in cash-less exercise.

19. 17,981 shares paid in cash-less exercise.

20. 3,145 shares paid in cash-less exercise.

	Dave L. Neville, power of attorney, Michael W. Engmann	01/27/2012
	Dave L. Neville, power of attorney, MDNH Partners	01/27/2012
	Dave L. Neville, power of attorney, Kendu Partners	01/27/2012
	** 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).
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