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^*

BEACHUM GRAHAM C III

(Last)

(First)

(Middle)

5001 LBJ FREEWAY

SUITE 275

(Street)

DALLAS

75244

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AXTIVE CORP [ AXTC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2004

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, $0.01 par value	02/26/2004	02/26/2004	C		174,853	A	$0.0769	194,853	D⁽¹⁾
Common Stock, $0.01 par value	02/26/2004	02/26/2004	C		184,834	A	$1	379,687⁽²⁾	D⁽³⁾
Common Stock, $0.01 par value	02/26/2004	02/26/2004	C		132,500	A	$1	182,268⁽⁴⁾	I	See footnote.⁽⁵⁾

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)
Warrant to Purchase Common Stock	$1.1	02/26/2004	02/26/2004	C			67,205	12/15/2003	12/15/2008	Common Stock, $0.01 par value	67,205	$0	0	D⁽⁶⁾
Series A Convertible Preferred Stock, $0.01 par value	$1	02/26/2004	02/26/2004	C			125	05/23/2003	08/08/1988	Common Stock, $0.01 par value	132,500	$1,000	0	D⁽⁷⁾
Series A Convertible Preferred Stock, $0.01 par value	$1	02/26/2004	02/26/2004	C			50	07/23/2003	08/08/1988	Common Stock, $0.01 par value	52,334	$1,000	0	D⁽⁷⁾
Series A Convertible Stock, $0.01 par value	$1	02/26/2004	02/26/2004	C			125	05/23/2003	08/08/1988	Common Stock, $0.01 par value	132,500	$1,000	0	I	See footnote (5).
Warrant to Purchase Common Stock	$2	02/26/2004	02/26/2004	J			25,000	05/23/2005	05/23/2007	Common Stock, $0.01 par value	25,000	$0	0	D⁽⁸⁾
Warrant to Purchase Common Stock	$2	02/26/2004	02/26/2004	J			10,000	07/23/2005	07/23/2007	Common Stock, $0.01 par value	10,000	$0	0	D⁽⁸⁾
Warrant to Purchase Common Stock	$2	02/26/2004	02/26/2004	J			25,000	05/23/2005	05/23/2007	Common Stock, $0.01 par value	25,000	$0	0	I	See footnote (8).

Explanation of Responses:

1. Reflects conversion of 12% Promissory Note in original principal amount of $13,441 and Warrant to Purchase Common Stock on February 26, 2004. The exact purchase price per share recorded was $0.07687. See footnote (6).

2. All Common Stock numbers, common stock prices, and Preferred Stock conversion price have been adjusted to reflect the issuer's 1-for-10 reverse stock split effective on December 23, 2003.

3. Reflects the automatic conversion of 175 shares of Preferred Stock directly owned by the reporting person based on the conversion price of $1.00. Conversion was determined by dividing the liquidation price with respect to the Preferred Stock (which is equal to the issuance price of $1,000 per share plus any accrued, but unpaid dividends) by the conversion price. The conversion reflects accrued, but unpaid dividends of $60.00 per share with respect to 125 shares of Preferred Stock and $46.67 per share with respect to 50 shares of Preferred Stock.

4. Includes 49,768 shares directly owned by TSTC International Holding Company, which is wholly owned by the reporting person.

5. Reflects the automatic conversion of 125 shares of Preferred Stock beneficially owned by the reporting person through his ownership interest in Beachum Investments, LLC. The reporting person is not a manager of such entity and, therefore, has no voting or investment power with respect to such shares or warrants. The conversion was based on the conversion price of $1.00. Conversion was determined by dividing the liquidation price with respect to the Preferred Stock (which is equal to the issuance price of $1,000 per share plus any accrued, but unpaid dividends) by the conversion price. The conversion reflects accrued, but unpaid dividends of $60.00 per share of Preferred Stock.

6. The reporting person acquired the warrant from the issuer in connection with a private placement on December 15, 2003, of a 12% Promissory Note in the original principal amount of $13,441. The warrant and the note were converted into shares of the issuer's Common Stock pursuant to a private placement on February 26, 2004.

7. See footnote (3).

8. The warrants, which were issued in connection with the purchase of Preferred Stock, were waived and terminated by the reporting person and Beachum Investments LLC, respectively, effective as of February 26, 2004 in connection with the automatic conversion of the Preferred Stock and the issuer's private placement of Common Stock on February 26, 2004.

	Graham C. Beachum III	03/01/2004
	** Signature of Reporting Person	Date
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