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*
M/C Venture Partners V, L.P.

(Last) (First) (Middle)
75 STATE STREET, SUITE 2500

(Street)
BOSTON MA 02109

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARTISOFT INC [ ASFT ]
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)
09/28/2005
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 09/28/2005 P 4,352,109(1)(4) A $1.1386 20,931,572 D
Common Stock 09/28/2005 P 177,743(2)(4) A $1.1386 486,595 I See Footnotes 2 and 4
Common Stock 09/28/2005 P 81,074(3)(4) A $1.1386 758,190 I See Footnotes 3 and 4
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
Common Stock Warrant (right to buy) $0.01 09/28/2005 A 836,318(1)(4) (5) 09/28/2015 Common 836,318 $1.1386 836,318 D
Common Stock Warrant (right to buy) $0.01 09/28/2005 A 15,579(2)(4) (5) 09/28/2015 Common 15,579 $1.1386 15,579 I See Footnotes 2 and 4
Common Stock Warrant (right to buy) $0.01 09/28/2005 A 34,156(3)(4) (5) 09/28/2015 Common 15,579 $1.1386 34,156 I See Footnotes 3 and 4
1. Name and Address of Reporting Person*
M/C Venture Partners V, L.P.

(Last) (First) (Middle)
75 STATE STREET, SUITE 2500

(Street)
BOSTON MA 02109

(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*
M/C VP V, LLC

(Last) (First) (Middle)
75 STATE STREET, SUITE 2500

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Joint Filer
1. Name and Address of Reporting Person*
M/C Venture Investors LLC

(Last) (First) (Middle)
75 STATE STREET, SUITE 2500

(Street)
BOSTON MA 02109

(City) (State) (Zip)

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

(Last) (First) (Middle)
75 STATE STREET, SUITE 2500

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Joint Filer
1. Name and Address of Reporting Person*
Chestnut Street Partners Inc

(Last) (First) (Middle)
75 STATE STREET, SUITE 2500

(Street)
BOSTON MA 02109

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Joint Filer
Explanation of Responses:
1. Securities held of record by M/C Venture Partners V, L.P. By virtue of their relationship as affiliated investment entities whose sole general partners or managing members share individual general partners, M/C Venture Investors, LLC and Chestnut Venture Partners, L.P. may be deemed members of a "group" with M/C Venture Partners V, L.P. for purposes of Section 13(d) of the Exchange Act and to beneficially own the shares held of record by M/C Venture Partners V, L.P.M/C VP V, LLC (as the general partner of M/C Venture Partners V, L.P.), and Chestnut Street Partners, Inc. (as the general partner of Chestnut Venture Partners, L.P.) may be deemed to beneficially own the shares held of record by M/C Venture Partners V, L.P.
2. Securities held of record by M/C Venture Investors, LLC. By virtue of their relationship as affiliated investment entities whose sole general partners or managing members share individual general partners, M/C Venture Partners V, L.P. and Chestnut Venture Partners, L.P. may be deemed members of a "group" with M/C Venture Investors, LLC for purposes of Section 13(d) of the Exchange Act and to beneficially own the shares held of record by M/C Venture Investors, LLC. M/C VP V, LLC (as the general partner of M/C Venture Partners V, L.P.) and Chestnut Street Partners, Inc. (as the general partner of Chestnut Venture Partners, L.P.) may be deemed to beneficially own the shares held of record by M/C Venture Investors, LLC.
3. Securities held of record by Chestnut Venture Partners, L.P. By virtue of their relationship as affiliated investment entities whose sole general partners or managing members share individual general partners, M/C Venture Partners V, L.P. and M/C Venture Investors, LLC may be deemed members of a "group" with Chestnut Venture Partners, L.P. for purposes of Section 13(d) of the Exchange Act and to beneficially own the shares held of record by Chestnut Venture Partners, L.P. Chestnut Street Partners, Inc. (as the general partner of Chestnut Venture Partners, L.P.) and M/C VP V, LLC (as the general partner of M/C Venture Partners V, L.P.) may be deemed to beneficially own the shares held of record by Chestnut Venture Partners, L.P.
4. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, if any, and the reporting herein of such securities shall not be construed as an admission of beneficial ownership thereof for purposes of Section 16 or for any other purpose.
5. Upon the filing by the Company of an amendment to its Certificate of Incorporation to increase the number of authorized shares of Common Stock, this warrant shall be automatically exercised, without any further action on the part of the holder, in a cashless exercise.
/s/ John P. Ward 09/30/2005
** 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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