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^*

MERRIMAN DWIGHT A

(Last)

(First)

(Middle)

C/O DOUBLECLICK INC.

111 EIGHTH AVENUE

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOUBLECLICK INC [ DCLK ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2005

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, par value $0.001 per share	05/27/2005		G	V	50,000	D	$0.00	2,822,992	D
Common Stock, par value $0.001 per share	07/13/2005		D		2,823,492⁽¹⁾	D	$8.5⁽²⁾	0	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)
Employee Stock Option (right to buy)	$5.19	07/13/2005		D			50,000	⁽³⁾	09/01/2011	Common Stock	50,000	$3.31⁽³⁾	0	D
Employee Stock Option (right to buy)	$5.4	07/13/2005		D			80,000	⁽⁴⁾	10/01/2011	Common Stock	80,000	$3.1⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$0.0351	07/13/2005		D			368,400	⁽⁵⁾	01/31/2006	Common Stock	368,400	$8.4649⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$18.4844	07/13/2005		D			50,000	⁽⁶⁾	08/18/2010	Common Stock	50,000	$0.00⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$15.75	07/13/2005		D			50,000	⁽⁷⁾	08/18/2010	Common Stock	50,000	$0.00⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$12.54	07/13/2005		D			50,000	⁽⁸⁾	08/21/2010	Common Stock	50,000	$0.00⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$11.58	07/13/2005		D			140,000	⁽⁹⁾	06/18/2011	Common Stock	140,000	$0.00⁽⁹⁾	0	D
Employee Stock Option (right to buy)	$8.59	07/13/2005		D			30,000	⁽¹⁰⁾	05/01/2010	Common Stock	30,000	$0.00⁽¹⁰⁾	0	D

Explanation of Responses:

1. Includes 500 shares acquired under the DoubleClick Employee Stock Purchase Plan on July 13, 2005.

2. Disposed of pursuant to merger agreement among Click Holding Corp., Click Acquisition Corp. and DoubleClick Inc. in exchange for the right to receive $8.50 per share.

3. This option, which provided for a vesting of 25% on September 1, 2005 and the remainder in substantially equal monthly installments over a period of thirty-six months commencing on October 1, 2005, was cancelled in the merger in exchange for a cash payment of $165,500, representing the number of shares of common stock subject to such option multiplied by the amount by which $8.50 exceeds the exercise price of the option.

4. This option, which provided for a vesting in substantially equal monthly installments over a period of thirty-six months commencing on November 1, 2001, was cancelled in the merger in exchange for a cash payment of $248,000, representing the number of shares of common stock subject to such option multiplied by the amount by which $8.50 exceeds the exercise price of the option.

5. This option, which was fully exercisable prior to the transaction date, was cancelled in the merger in exchange for a cash payment of $3,118,469.16, representing the number of shares of common stock subject to such option multiplied by the amount by which $8.50 exceeds the exercise price of the option.

6. This option, which provided for a vesting in substantially equal monthly installments over a period of twelve months commencing on September 18, 2001 was cancelled in the merger for no consideration.

7. This option, which provided for a vesting in substantially equal monthly installments over a period of twelve months commencing on September 18, 2002 was cancelled in the merger for no consideration.

8. This option, which provided for a vesting in substantially equal monthly installments over a period of twelve months commencing on September 18, 2003 was cancelled in the merger for no consideration.

9. This option, which provided for a vesting of 33% on October 1, 2002 and the remainder in substantially equal monthly installments over a period of thirty months commencing on November 1, 2002, was cancelled in the merger for no consideration.

10. This option, which provided for a vesting of 25% on May 1, 2004 and the remainder in substantially equal monthly installments over a period of thirty-six months commencing on June 1, 2004, was cancelled in the merger for no consideration.

Remarks:

	Pamela Schoenfeld, Attorney-in-Fact	07/14/2005
	** 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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