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^*

GALLEN JONATHAN

(Last)

(First)

(Middle)

C/O AHAB CAPITAL MANAGEMENT, INC.

299 PARK AVENUE, 17TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CICERO INC [ CICN ]

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)
04/24/2008

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, par value $0.001 per share	04/24/2008⁽¹⁾		J⁽¹⁾		2,624	A	$0⁽¹⁾	8,996,136	I⁽²⁾⁽³⁾	By partnerships, corporations and various investment accounts⁽²⁾⁽³⁾

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)

Explanation of Responses:

1. Ahab Partners, L.P. ("Ahab") and Ahab International, Ltd. ("International") acquired a promissory note issued by Cicero, Inc. (the "Company") on March 7, 2008 (the "Note"). In connection with a Securities Purchase Agreement dated March 27, 2008 by and among Ahab, International, the Company and the other purchasers listed on Schedule I to the Securities Purchase Agreement, the Note was cancelled. On April 24, 2008, Ahab and International received stock certificates from the Company for an aggregate 2,624 shares of common stock, par value $0.001 per share (the "Shares"), of the Company as payment-in-kind interest on the Note, which represents Ahab's and International's portion of interest that accrued on the Note from March 7, 2008 through March 27, 2008.

2. As of April 24, 2008, Ahab, International, Queequeg Partners, L.P. ("Queequeg"), Queequeg, Ltd. ("Limited") and one or more private investment accounts (the "Accounts") held in the aggregate (i) 8,996,136 Shares; (ii) warrants to acquire 4,914 Shares at $40 per share, which warrants expire on October 8, 2008; and (iii) warrants to acquire 14,336 Shares at $2 per share, which warrants expire on January 4, 2011.

3. Jonathan Gallen possesses the sole power to vote and the sole power to direct the disposition of 8,896,136 Shares and warrants to purchase up to 19,250 Shares held by Ahab, International, Queequeg and Limited. In addition, Mr. Gallen possesses the sole power to direct the disposition of 100,000 Shares held by the Accounts. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen is deemed to beneficially own 9,015,386 Shares. Mr. Gallen's interest in the securities reported herein is limited to the extent of his pecuniary interest in Ahab, International, Queequeg, Limited and the Accounts, respectively, if any.

	/s/ Jonathan Gallen	05/21/2008
	** 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).
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