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* Goren Andrea (Last) (First) (Middle) 275 SHORELINE DRIVE SUITE 500 (Street) REDWOOD SHORES CA 94065 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COMMUNICATION INTELLIGENCE CORP [ CICI.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Acting Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/31/2011
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Participating Convertible Preferred Stock	$0.0225	03/31/2011		P(3)(4)		6,250		(1)	(2)	Common Stock	277,778(3)(4)	$1	5,000	I(5)	See Footnote 5(5)
Warrant (Right to buy)	$0.0225	03/31/2011		J(3)(4)		277,778		03/31/2011	03/31/2014	Common Stock	277,778(3)(4)	$0.0225	277,778	I(5)	See Footnote(5)

Explanation of Responses:

1. Each share of Series C Participating Convertible Preferred Stock of Communication Intelligence Corp. (the "Issuer"), par value $0.01 per share (the "Series C Preferred Stock"), is convertible at any time, at the holder's election, into shares of Common Stock at a conversion price of $0.0225 per share, subject to adjustment for stock dividends, splits, combinations and similar events.

2. Each share of Series C Preferred Stock shall automatically convert into shares of Common Stock at the then applicable conversion rate upon the written consent of the holders of a majority of the then outstanding shares of Series C Preferred Stock.

3. On March 31, 2011, the Issuer entered into subscription agreements with 15 investors (collectively, the "Investors") relating to the sale and issuance to the Investors by the Issuer of (1) an aggregate of 800,000 shares of Series C Preferred Stock and (2) warrants to purchase a number of shares of the Issuer's Common Stock equal to the total number of shares of Series C Preferred Stock purchased by each such Investor divided by 0.225 at an exercise price of $0.0225 per share (collectively, the "Follow On Financing").

4. The Series C Preferred Stock issued in connection with the Financing is convertible at any time, at the holder's election, into shares of Common Stock at a conversion price of $0.0225 per share, subject to adjustment for stock dividends, splits, combinations and similar events. The Follow On Financing was consummated on March 31, 2011 and Andax LLC purchased 6,250 shares of Series C Preferred Stock and received warrants to purchase 277,778 shares of Common Stock in connection with the consummation.

5. The securities acquired by Andax LLC and may be deemed to be indirectly beneficially owned by Mr. Goren, the managing member of Andax LLC. This filing shall not be deemed as an admission by Mr. Goren that Mr. Goren is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Mr. Goren disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest, if any, therein.

Remarks:

	Andrea Goren	04/04/2011
	** Signature of Reporting Person	Date
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