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*
KRAMER LAWRENCE S
(Last) (First) (Middle)
C/O ANSWERS CORPORATION
237 WEST 35TH STREET SUITE 1101
(Street)
NEW YORK NY 10001
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Answers CORP [ ANSW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2011
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
Common Stock 04/14/2011 S 2,500 D $10.5(1) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock $16.93 04/14/2011 D 28,700 (2) 05/10/2015 Common Stock(1) 28,700 $0 0 D
Option to Purchase Common Stock $13.78 04/14/2011 D 7,175 (2) 07/13/2015 Common Stock(1) 7,175 $0 0 D
Option to Purchase Common Stock $9.65 04/14/2011 D 7,175 (2) 06/21/2012 Common Stock(1) 7,175 $0 0 D
Option to Purchase Common Stock $12.62 04/14/2011 D 6,726 (2) 06/26/2013 Common Stock(1) 6,726 $0 0 D
Option to Purchase Common Stock $12.62 04/14/2011 D 449 (3) 06/26/2013 Common Stock(1) 449 $0 0 D
Option to Purchase Common Stock $5.77 04/14/2011 D 4,633 (2) 09/09/2014 Common Stock(1) 4,633 $0 0 D
Option to Purchase Common Stock $5.77 04/14/2011 D 2,542 (3) 09/09/2014 Common Stock(1) 2,542 $0 0 D
Option to Purchase Common Stock $7.91 04/14/2011 D 2,840 (2) 09/09/2015 Common Stock(1) 2,840 $0 0 D
Option to Purchase Common Stock $7.91 04/14/2011 D 4,335 (3) 09/09/2015 Common Stock(1) 4,335 $0 0 D
Option to Purchase Common Stock $5.71 04/14/2011 D 7,175 (3) 09/15/2016 Common Stock(1) 7,175 $0 0 D
Explanation of Responses:
1. Represents shares of the common stock, par value $0.001 per share ("Common Stock"), of Answers Corporation ("Answers.com").
2. Represents vested options to purchase shares of Common Stock (1) which were cancelled upon completion of the merger (the "Merger") in accordance with that certain Agreement and Plan of Merger, dated as of February 2, 2011, among Answers.com, AFCV Holdings, LLC ("AFCV") and A-Team Acquisition Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of AFCV (the "Merger Agreement") in exchange for a cash payment equal to the excess (if any) of (i) the product of (A) the number of shares of Common Stock subject to such vested options multiplied by (B) $10.50 over (ii) the aggregate exercise price of such vested option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement.
3. Represents unvested options to purchase shares of Common Stock immediately prior to the Merger which, pursuant to the Merger Agreement, were accelerated and cancelled upon completion of the Merger in exchange for a cash payment equal to the excess (if any) of (i) the product of (A) the number of shares of Common Stock subject to such unvested options, multiplied by (B) $10.50 over (ii) the aggregate exercise price of such unvested option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement.
Remarks:
/s/ Lawrence S. Kramer 04/18/2011
** 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.
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