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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

POLESTRA FRANK M

(Last)

(First)

(Middle)

C/O ASCENT VENTURE PARTNERS

255 STATE STREET

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NETWORK ENGINES INC [ NENG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2003

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	08/22/2003	08/22/2003	S		69,867	D	$5.63	1,021,724	I	Shares held and sold by Ascent Venture Partners II LP
Common Stock	08/25/2003	08/25/2003	S		44,831	D	$5.34	976,893	I	Shares held and sold by Ascent Venture Partners II LP
Common Stock	08/22/2003	08/22/2003	S		13,973	D	$5.63	398,993	I	Shares held and sold by Ascent Venture Partners III LP
Common Stock	08/25/2003	08/25/2003	S		24,139	D	$5.34	374,854	I	Shares held and sold by Ascent Venture Partners IIILP
Common Stock								122,038	I	Shares held by Ascent Venture Partners LP
Common Stock								5,000	I	Shares held by Ascent Venture Management LLC
Common Stock								633	I	Shares held by Ascent Venture Management SBIC Corp
Common Stock								41,077	I	Shares held by LeSerre
Common Stock								115,177	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)

Explanation of Responses:

Remarks:

Mr Polestra is (1) President of Ascent Management SBIC Corp., the General Partner of Ascent Venture Management II LP, which in turn is the General Partner of Ascent Venture Partners II LP; (2) Manager of Ascent Venture Management LLC, which is the General Partner of Ascent Venture Partners LP; (3) Manageing Member of Ascent Venture Management III LLC, the General Partner of Ascent Venture Partners III LP; (4) Manager of Ascent Venture Management LLC, which is the General Partner of Ascent Venture Partners LP; (5) President of Ascent Management SBIC Corp., the General Partner of Ascent Venture Management II LP, which in turn is the General Partner of Ascent VenturePartners II, LP and (6) General Partner of Le Serre. Mr Polestra disclaims beneficial ownership of all indirectly held shares, except for his pecuniary interest therein.

	Frank M. Polestra	08/26/2003
	** 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.