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^*

MCANDREWS BRIAN P

(Last)

(First)

(Middle)

821 SECOND AVE, SUITE 1800

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AQUANTIVE INC [ AQNT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2007

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	07/02/2007		M⁽¹⁾		6,000	A	$1.2667	128,825	D
Common Stock	07/02/2007		S		6,000	D	$63.85	122,825	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)
Employee Stock Option (Right to Buy)	$8	06/29/2007		G	V		27,000	02/22/2001⁽²⁾	02/22/2010	Common Stock	27,000⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$8	06/29/2007		G⁽³⁾	V	27,000		⁽²⁾	02/22/2010	Common Stock	27,000	$0	27,000	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$24	06/29/2007		G	V		264,000	09/13/2000⁽²⁾	02/28/2010	Common Stock	264,000⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$24	06/29/2007		G⁽³⁾	V	264,000		⁽²⁾	02/28/2010	Common Stock	264,000	$0	264,000	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$1.2666	06/29/2007		G	V		400,704	09/15/2000⁽²⁾	09/15/2009	Common Stock	400,704⁽²⁾	$0	144,000	D
Employee Stock Option (Right to Buy)	$1.2666	06/29/2007		G⁽³⁾	V	400,704		⁽²⁾	09/15/2009	Common Stock	400,704	$0	400,704	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$9.75	06/29/2007		G	V		66,000	07/28/2001⁽²⁾	07/28/2010	Common Stock	66,000⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$9.75	06/29/2007		G⁽³⁾	V	66,000		⁽²⁾	07/28/2010	Common Stock	66,000	$0	66,000	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$1.25	06/29/2007		G	V		200,000	01/01/2002⁽²⁾	02/22/2011	Common Stock	200,000⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$1.25	06/29/2007		G⁽³⁾	V	200,000		⁽²⁾	02/22/2011	Common Stock	200,000	$0	200,000	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$1.14	06/29/2007		G	V		18,000	05/30/2001⁽²⁾	05/30/2011	Common Stock	18,000⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$1.14	06/29/2007		G⁽³⁾	V	18,000		⁽²⁾	05/30/2011	Common Stock	18,000	$0	18,000	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$1.14	06/29/2007		G	V		264,000	05/30/2001⁽²⁾	05/30/2011	Common Stock	264,000⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$1.14	06/29/2007		G⁽³⁾	V	264,000		⁽²⁾	05/30/2011	Common Stock	264,000	$0	264,000	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$1.49	06/29/2007		G	V		300,000	12/19/2002⁽²⁾	12/19/2011	Common Stock	300,000⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$1.49	06/29/2007		G⁽³⁾	V	300,000		⁽²⁾	12/19/2011	Common Stock	300,000	$0	300,000	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$2.72	06/29/2007		G	V		150,000	01/01/2004⁽²⁾	01/29/2013	Common Stock	150,000⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$2.72	06/29/2007		G⁽³⁾	V	150,000		⁽²⁾	01/29/2013	Common Stock	150,000	$0	150,000	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$8.34	06/29/2007		G	V		73,333	03/22/2005⁽²⁾	03/22/2014	Common Stock	73,333⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$8.34	06/29/2007		G⁽³⁾	V	73,333		⁽²⁾	03/22/2014	Common Stock	73,333	$0	73,333	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$10.77	06/29/2007		G	V		62,500	03/18/2006⁽²⁾	03/18/2015	Common Stock	62,500⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$10.77	06/29/2007		G⁽³⁾	V	62,500		⁽²⁾	03/18/2015	Common Stock	62,500	$0	62,500	I	LKM Investments LLC
Employee Stock Option (Right to Buy)	$25.24	06/29/2007		G	V		10,668	03/18/2006⁽²⁾	01/02/2016	Common Stock	10,668⁽²⁾	$0	0	D
Employee Stock Option (Right to Buy)	$25.24	06/29/2007		G⁽³⁾	V	10,668		⁽²⁾	01/02/2016	Common Stock	10,668	$0	10,668	I	LKM Investments LLC
Stock Option (Right to Buy)	$1.2667	07/02/2007		M⁽¹⁾			6,000	09/15/2000⁽²⁾	09/15/2009	Common Stock	6,000	$0	138,000	D

Explanation of Responses:

1. These exercise and sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/21/2006.

2. All shares transferred are fully vested and exercisable.

3. The reported securities were transferred by the reporting person to LKM Investments LLC, a family limited liability company of which the reporting person and his spouse are the sole co-managers, and of which the reporting person and his spouse, or trusts of which they and their children are beneficiaries, are the sole equity owners.

Remarks:

	Linda A. Schoemaker, Attorney-in-fact for Brian P. McAndrews	07/05/2007
	** 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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