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^*

Engmann Michael W.

(Last)

(First)

(Middle)

220 BUSH STREET

SUITE 950

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMUNICATION INTELLIGENCE CORP [ CICI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/10/2010		P		5,000	D	$0.066	4,637,137⁽¹⁾	D
Common Stock	08/10/2010		P		21,300	D	$0.073	4,615,837⁽¹⁾	D
Common Stock	08/10/2010		P		44,728	D	$0.08	4,571,109⁽¹⁾	D
Common Stock	08/11/2010		P		26,400	D	$0.07	4,544,709⁽¹⁾	D
Common Stock	08/12/2010		P		2,200	D	$0.075	4,542,509⁽¹⁾	D
Common Stock	08/12/2010		P		1,800	D	$0.077	4,540,709⁽¹⁾	D
Common Stock	08/13/2010		P		2,100	D	$0.08	4,538,609⁽¹⁾	D
Common Stock	08/16/2010		P		2,500	D	$0.061	4,536,109⁽¹⁾	D
Common Stock	08/16/2010		P		10,300	D	$0.065	4,525,809⁽¹⁾	D
Common Stock	08/16/2010		P		31,300	D	$0.067	4,494,509⁽¹⁾	D
Common Stock	08/18/2010		P		15,800	D	$0.063	4,478,709⁽¹⁾	D
Common Stock	08/23/2010		P		25,500	D	$0.065	4,453,209⁽¹⁾	D
Common Stock	08/23/2010		P		4,700	D	$0.071	4,448,509⁽¹⁾	D
Common Stock	08/23/2010		P		6,300	D	$0.072	4,442,209⁽¹⁾	D
Common Stock	08/24/2010		P		2,300	D	$0.06	4,439,909⁽¹⁾	D
Common Stock	08/25/2010		P		14,400	D	$0.06	4,425,509⁽¹⁾	D
Common Stock	08/25/2010		P		6,200	D	$0.061	4,419,309⁽¹⁾	D
Common Stock	08/25/2010		P		100	A	$0.07	4,419,409⁽¹⁾	D
Common Stock	08/26/2010		P		6,300	D	$0.06	4,413,109⁽¹⁾	D
Common Stock	08/26/2010		P		23,400	D	$0.065	4,389,709⁽¹⁾	D
Common Stock	08/26/2010		P		200	D	$0.067	4,389,509⁽¹⁾	D
Common Stock	08/30/2010		P		6,600	D	$0.06	4,382,909⁽¹⁾	D
Common Stock	08/30/2010		P		16,800	D	$0.062	4,366,109⁽¹⁾	D
Common Stock	09/02/2010		P		2,100	D	$0.053	4,364,009⁽¹⁾	D
Common Stock	09/03/2010		P		34,300	D	$0.06	4,329,709⁽¹⁾	D
Common Stock	09/07/2010		P		6,100	D	$0.059	4,323,609⁽¹⁾	D
Common Stock	09/08/2010		P		5,500	D	$0.053	4,318,109⁽¹⁾	D
Common Stock	09/09/2010		P		2,100	D	$0.059	4,316,009⁽¹⁾	D
Common Stock	09/09/2010		P		7,300	D	$0.06	4,308,709⁽¹⁾	D
Common Stock	09/09/2010		P		100	D	$0.063	4,308,609⁽¹⁾	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)
Series C Preferred Stock⁽¹⁾	$0.225	12/31/2010		P		100,000		⁽³⁾	⁽³⁾	Common Stock	4,444,444	⁽⁴⁾	100,000	D
Series C Preferred Stock⁽²⁾	$0.225	12/31/2010		P		100,000		⁽³⁾	⁽³⁾	Common Stock	4,444,444	⁽⁴⁾	100,000	D
Common Stock Warrants (right to buy)⁽¹⁾	$0.225	12/31/2010		P		4,444,444		12/31/2010	12/31/2013	Common Stock	4,444,444	⁽⁴⁾	4,444,444	D
Common Stock Warrants (right to buy)⁽²⁾	$0.225	12/31/2010		P		4,444,444		12/31/2010	12/31/2013	Common Stock	4,444,444	⁽⁴⁾	4,444,444	D

1. Name and Address of Reporting Person^*

Engmann Michael W.

(Last)

(First)

(Middle)

220 BUSH STREET

SUITE 950

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kendu Partners

(Last)

(First)

(Middle)

220 BUSH STREET

SUITE 950

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MDNH PARTNERS LP

(Last)

(First)

(Middle)

220 BUSH STREET

SUITE 950

(Street)

SAN FRANCISC0

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities are owned solely by Michael W. Engmann, who is a member of a "group" with Kendu Partners and MDNH Partners, a California limited partnership for purposes of Section 13(d) of the Exchange Act.

2. These securities are owned solely by MDNH Partners, a California limited partnership, which is a member of a "group" with Michael W. Engmann and Kendu Partners for purposes of Section 13(d) of the Exchange Act.

3. Each share of Series C Preferred Stock is convertible at any time at a conversion price of $0.0225 per share, subject to adjustments for stock dividends, splits, combinations and similar events.

4. Each investor in Series C Preferred Stock at $1.00 per share received, in addition, a warrant to purchase that number of shares of Common Stock into which such investor's Series C Preferred Stock is convertible.

	/s/ Michael W. Engmann	01/19/2011
	/s/ Michael W. Engmann, General Partner, Kendu Partners	01/19/2011
	/s/ Phillip E. Handin, MDNH Partners, a California limited partnership, By: MDNH Trading Corp., Its: General Partner, By: Phillip E. Handin, Its: Secretary	01/19/2011
	** 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.