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^*

KUHN CHRISTOPHER G

(Last)

(First)

(Middle)

400 CHESTER FIELD PARKWAY

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VERTICALNET INC [ VERT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2008

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	01/25/2008	01/25/2008	D⁽¹⁾		1,253	D	$2.56	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)
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)
Common Stock Option	$20,685	01/25/2008	01/25/2008	D⁽²⁾			10	07/01/2001	07/01/2010	Common Stock	10	$2.56	0	D
Common Stock Option	$1,086.4	01/25/2008	01/25/2008	D⁽²⁾			108	03/16/2002	03/16/2011	Common Stock	108	$2.56	0	D
Common Stock Option	$190.4	01/25/2008	01/25/2008	D⁽²⁾			90	10/01/2002	10/01/2011	Common Stock	90	$2.56	0	D
Common Stock Option	$167.44	01/25/2008	01/25/2008	D⁽²⁾			683	02/10/2005	02/10/2014	Common Stock	683	$2.56	0	D
Common Stock Option	$44.8	01/25/2008	01/25/2008	D⁽²⁾			1,055	04/29/2004	04/29/2013	Common Stock	1,055	$2.56	0	D
Common Stock Option	$56	01/25/2008	01/25/2008	D⁽²⁾			731	06/23/2004	06/23/2013	Common Stock	731	$2.56	0	D
Common Stock Option	$24.08	01/25/2008	01/25/2008	D⁽²⁾			313	11/10/2006	11/10/2015	Common Stock	313	$2.56	0	D
Common Stock Option	$61.6	01/25/2008	01/25/2008	D⁽²⁾			268	09/03/2003	09/03/2012	Common Stock	268	$2.56	0	D
Common Stock Option	$67.2	01/25/2008	01/25/2008	D⁽²⁾			193	02/10/2005	02/10/2014	Common Stock	193	$2.56	0	D
Common Stock Option	$1,086.4	01/25/2008	01/25/2008	D⁽²⁾			536	03/16/2002	03/16/2011	Common Stock	536	$2.56	0	D
Common Stock Option	$26.32	01/25/2008	01/25/2008	D⁽²⁾			250	10/28/2004	10/28/2013	Common Stock	250	$2.56	0	D
Common Stock Option	$28.56	01/25/2008	01/25/2008	D⁽²⁾			211	09/04/2004	09/04/2013	Common Stock	211	$2.56	0	D
Common Stock Option	$77.28	01/25/2008	01/25/2008	D⁽²⁾			313	03/02/2006	03/02/2015	Common Stock	313	$2.56	0	D
Common Stock Option	$17.92	01/25/2008	01/25/2008	D⁽²⁾			131	04/29/2004	04/26/2013	Common Stock	131	$2.56	0	D
Common Stock Option	$33.6	01/25/2008	01/25/2008	D⁽²⁾			91	06/23/2004	06/23/2013	Common Stock	91	$2.56	0	D
Restricted Stock Units	$0.56	01/25/2008	01/25/2008	D⁽³⁾			114	02/10/2005	02/10/2014	Common Stock	114	$2.56	0	D
Restricted Stock Units	$0.56	01/25/2008	01/25/2008	D⁽³⁾			98	05/05/2006	05/05/2015	Common Stock	98	$2.56	0	D
Restricted Stock Units	$0.56	01/25/2008	01/25/2008	D⁽³⁾			157	09/08/2006	09/08/2015	Common Stock	157	$2.56	0	D

Explanation of Responses:

1. These securities were disposed of on January 25, 2008, by BravoSolution U.S.A., Inc., a Pennsylvania corporation ("MergerSub"), and a wholly-owned subsidiary of BravoSolution S.p.A., a corporation organized under the laws of Italy ("Parent"), through a merger (the "Merger") with and into the Issuer, under an Agreement and Plan of Merger, dated October 25, 2007, among Parent, MergerSub and the Issuer (the "Merger Agreement"). Under the terms of the Merger Agreement, the Issuer's shareholders, including the reporting person, are receiving $2.56 in cash for each share of the Issuer's common stock held prior to the Merger. Following the Merger, the Issuer became a wholly-owned subsidiary of Parent.

2. Under the terms of the Merger Agreement, each option to acquire shares of the Issuer's common stock outstanding immediately prior to the effective time of the Merger held by the reporting person has been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount, if any, in cash without interest and less any required withholding tax, equal to the number of shares of the Issuer's common stock subject to the option multiplied by the excess, if any, of $2.56 per share (the amount per share to be received by the Issuer's shareholders in connection with Merger) less the exercise price per share of such option. The exercise price of all outstanding options to purchase shares of the Issuer's common stock, including the options held by the reporting person, exceeds $2.56 per share. Thus, there will be no payments made by the Issuer with respect to such securities.

3. Under the terms of the Merger Agreement, each restricted stock unit of the Issuer outstanding immediately prior to the effective time of the Merger held by the reporting person has been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount, if any, in cash without interest and less any required withholding tax, equal to the number of shares of the Issuer's common stock subject to the restricted stock unit multiplied by the excess, if any, of $2.56 per share (the amount per share to be received by the Issuer's shareholders in connection with Merger) less the exercise price of such restricted stock unit.

Remarks:

	Christopher G. Kuhn	01/29/2008
	** 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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