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^*

BEAHM MARY G

(Last)

(First)

(Middle)

C/O C-COR.NET CORP.

60 DECIBEL ROAD

(Street)

STATE COLLEGE

16801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
C COR NET CORP [ ccbl ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate VP - Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2003

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	11/21/2003		M⁽¹⁾		3,750	A	$3.6	3,750	D
Common Stock	11/21/2003		S⁽²⁾		2,000	D	$10.3	1,750	D
Common Stock	11/21/2003		S⁽²⁾		1,750	D	$10.25	0	D
Common Stock								3,065.176⁽³⁾	I	By Trust

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)
Options⁽⁴⁾	$3.6	11/21/2003		M			3,750	11/21/2003	11/20/2010	Common Stock	3,750	$3.6	114,750	D
Phantom Stock⁽⁵⁾	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	625.612		625.612	I	By Trust

Explanation of Responses:

1. Acquired, pursuant to a 10b5-1 Sales Plan,through exercise of options acquired under C-COR.net Corp.'s Incentive Plan.

2. Sold pursuant to a 10b5-1 Sales Plan.

3. Shares acquired on various dates and at various prices through C-COR.net Corp.'s qualified (401K) retirement plan.

4. Options (right to buy) acquired through C-COR.net Corp.'s Incentive Plan.

5. Phantom Stock Unit acquired on various dates and at various prices through C-COR.net Corp.'s non-qualified retirement savings and profit sharing plan.

6. Various, established on the date of each individual transaction under the retirement plan.

7. Date not yet known. These derivatives are exercisable upon the participant's retirement and may be taken in the form of stock or in cash.

Remarks:

	Mary G. Beahm	11/24/2003
	** 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.
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