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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ARTISOFT INC [ ASFT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |