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^*

DUNGAN DAVID N

(Last)

(First)

(Middle)

C/O THE HACKETT GROUP, INC.

1001 BRICKELL BAY DRIVE, SUITE 3000

(Street)

MIAMI

33131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANSWERTHINK INC [ HCKT ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2008

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	02/11/2008		M		18,750	A	$0⁽¹⁾	315,058	D
Common Stock	02/11/2008		F		6,806⁽²⁾	D	$3.6	308,252	D
Common Stock	02/17/2008		M		25,941	A	$0⁽¹⁾	334,193	D
Common Stock	02/17/2008		F		8,418⁽²⁾	D	$3.65	325,775	D
Common Stock								191,150	I	By DJD Family Limited Partnership
Common Stock								757,716	I	By Jeanine G. Dungan Trust Dated August 5, 1998

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)
Restricted Stock Unit	$0⁽¹⁾	02/11/2008		M			18,750	⁽³⁾	⁽⁵⁾	Common Stock	18,750	$0	18,750	D
Restricted Stock Unit	$0⁽¹⁾	02/17/2008		M			25,941	⁽⁴⁾	⁽⁵⁾	Common Stock	25,941	$0	25,941	D

Explanation of Responses:

1. Upon vesting of the restricted stock units, the reporting person receives shares of common stock on a one-for-one basis.

2. These shares of common stock were withheld by the issuer to satisfy tax withholding and were not the subject of open market sales.

3. The restricted stock units vested with respect to 50% of the units on February 11, 2007 and with respect to 25% of the units on February 11, 2008, and the remaining 25% of the units will vest on the fourth anniversary of the grant date.

4. The restricted stock units vested with respect to 1/3 of the units on February 17, 2007 and with respect to 1/3 of the units on February 17, 2008 and the remaining 1/3 of the units will vest on February 17, 2009.

5. The restricted stock units have no expiration date.

Remarks:

	/s/ Frank A. Zomerfeld, Attorney-in-Fact	02/25/2008
	** 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.
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