SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ungerer Scott B

(Last)

(First)

(Middle)

700 BUILDING 435 DEVON PARK DRIVE

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2007

3. Issuer Name and Ticker or Trading Symbol
INTELLON CORP [ ITLN ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,372	I	See Footnote⁽¹⁾
Common Stock	91	I	See Footnote⁽²⁾
Common Stock	9,997	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,460,909	⁽⁴⁾	I	See Footnote⁽¹⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	585,065	⁽⁵⁾	I	See Footnote⁽¹⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	186,447	⁽⁶⁾	I	See Footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	55,728	⁽⁴⁾	I	See Footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	22,317	⁽⁵⁾	I	See Footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	7,112	⁽⁶⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. Shares are directly held by EnerTech Capital Partners II L.P. ("ECP II LP"). Mr. Ungerer, a director of the Issuer, together with ECP II Management LLC, the general partner of ECP II Management L.P., ECP II Management L.P. the general partner of ECP II L.P., and Williab G. Kingsley, Robert E. Keith, Jr. and Mark J. DeNino, the other members of the executive board of ECP II Management LLC may be deemed to share voting and dispositive power over the shares held by ECP II LP. Mr. Ungerer disclaims beneficial ownership of shares held by ECP II LP except to the extent of any pecuniary interest therein.

2. Shares are directly held by ECP II Interfund L.P. ("ECP II Interfund"). Mr. Ungerer, a director of the Issuer, together with ECP II Management LLC, the general partner of ECP II Interfund, and William G. Kingsley, Robert E. Keith, Jr. and Mark J. DeNino, the other members of the executive board of ECP II Management LLC may be deemed to share voting and dispositive power over the shares held by ECP II Interfund. Mr. Ungerer disclaims beneficial ownership of shares held by ECP II Interfund except to the extent of any pecuniary interest therein.

3. Shares are directly held by EnerTech Capital Partners L.P. ("ECP L.P."). Mr. Ungerer, a director of the issuer, together with EnerTech Management, L.P., the general partner of ECP LP, EnerTech Management Company, L.P., the general partner of EnerTech Management L.P., EnerTech Management Company Manager, LLC, the general partner of EnerTech Management Company, L.P., and William G. Kingsley, Robert E. Keith and Mark J. DeNino, the other members of the executive board of EnerTech Management Company Manager, LLC, may be deemed to share voting and dispositive power over the shares held by ECP LP. Mr. Ungerer disclaims beneficial ownership of shares held by ECP LP except to the extent of any pecuniary interest therein;

4. The Series A Convertible Preferred Stock is convertible into Intellon Corporation common stock and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects the conversion of each share of Series A Convertible Preferred Stock listed in Column 1 at a conversion rate equal to a fraction, the numerator of which equals $4.0725425 plus all accrued dividends thereon, the denominator of which equals $4.0725425. Dividends accrue daily on each share of Series A Convertible Preferred Stock at a rate of 0.06705 per share per annum. All shares of Series A convertible Preferred Stock will automatically convert into common stock upon the closing of the Issuer's initial public offering of common stock.

5. The Series B Convertible Preferred Stock is convertible into Intellon Corporation common stock and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects the conversion of each share of the Series B Convertible Preferred Stock listed in Column 1 at a conversion rate equal to a fraction, the numerator of which equals $4.4792501 plus all accrued dividends thereon, the denominator of which equals $4.4792501. Dividends accrue daily on each share of Series B Convertible Preferred Stock at a rate of 0.07375 per share per annum. All shares of Series B convertible Preferred Stock will automatically convert into common stock upon the closing of the Issuer's initial public offering of common stock.

6. The Series C Convertible Preferred Stock is convertible into Intellon Corporation common stock and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects the conversion of each share of the Series C Convertible Preferred Stock listed in Column 1 at a conversion rate equal to a fraction, the numerator of which equals $7.31581695 plus all accrued dividends thereon, the denominator of which equals $7.31581695. Dividends accrue daily on each share of Series C Convertible Preferred Stock at a rate of 0.120447 per share per annum. All shares of Series C Convertible Preferred Stock will automatically convert into common stock upon the closing of the Issuer's initial public offering of common stock.

	/s/ Phyllis Reid as Attorney-in-Fact	12/12/2007
	** 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 5 (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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