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^*

STOLLMAN ANDREW

(Last)

(First)

(Middle)

ONE BLUE HILL PLAZA

(Street)

PEARL RIVER

10956

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRAFFIX INC [ TRFX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2005

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	01/10/2005		D		6,400	D	$6.0611	715,832⁽¹⁾	D
Common Stock	01/11/2005		D		9,000	D	$5.9111	706,832⁽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)
Options	$7.34							⁽²⁾	06/03/2014	Common Stock	405,000		405,000	D
Options	$5.7							⁽³⁾	11/30/2011	Common Stock	105,000		105,000	D
Options	$2.31							⁽³⁾	04/09/2011	Common Stock	45,000		45,000	D
Options	$2.5							⁽³⁾	04/09/2011	Common Stock	45,000		45,000	D
Options	$3							⁽³⁾	04/09/2011	Common Stock	45,000		45,000	D
Options	$6.75							⁽³⁾	03/08/2010	Common Stock	100,000		100,000	D
Options	$1.75							⁽³⁾	09/30/2005	Common Stock	8,750		8,750	D

Explanation of Responses:

1. The sales reported hereby were made under a Rule 10b5-1 Selling Plan (the "Plan"), pursuant to which the Filer will be selling up to 200,000 shares of the Registrant's common stock, which sales, according to the Plan, are estimated to be completed over a period ending March 13, 2005 (subject to certain selling limitations contained in the Plan). The Plan provides that, in any event, no sales will be made later than March 31, 2005.

2. These options were granted to Mr. Stollman pursuant to his entering into an amendment to his employment agreement. The right to purchase 75,000 shares became exercisable on 6/03/04 and the right to purchase 110,000 shares becomes exercisable upon Traffix, Inc. meeting certain financial criteria in the fiscal years ending November 30, 2005, 2006 and 2007, all as set forth in Mr. Stollman's employment agreement, as amended.

3. These options are fully exercisable.

	/s/ Andrew Stollman	01/12/2005
	** 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.