SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Flaherty Sheila Marie

(Last)

(First)

(Middle)

177 BEACON STREET

# 4

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2004

3. Issuer Name and Ticker or Trading Symbol
CMGI INC [ CMGI ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	113,915	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy) granted on Jan. 22, 1999	⁽¹⁾	01/21/2009	Common Stock	6,741	$0.52	D
Stock Option (right to buy) granted on Jan. 22, 1999	⁽¹⁾	01/21/2009	Common Stock	8,990	$0.52	D
Stock Option (right to buy) granted on Jan. 22, 1999	⁽¹⁾	01/21/2009	Common Stock	4,494	$0.52	D
Stock Option (right to buy) granted on Sept. 29, 1999	⁽¹⁾	09/28/2009	Common Stock	17,681	$2.31	D
Stock Option (right to buy) granted on Sept. 29, 1999	⁽¹⁾	09/28/2009	Common Stock	8,990	$2.31	D
Stock Option (right to buy) granted on Sept. 29, 1999	⁽¹⁾	09/28/2009	Common Stock	17,980	$2.31	D
Stock Option (right to buy) granted on April 28, 2000	⁽¹⁾	04/27/2010	Common Stock	2,247	$4.9	D
Stock Option (right to buy) granted on April 28, 2000	⁽¹⁾	04/27/2010	Common Stock	4,419	$4.9	D
Stock Option (right to buy) granted on April 28, 2000	⁽¹⁾	04/27/2010	Common Stock	4,494	$4.9	D
Stock Option (right to buy) granted on Oct. 2, 2000	⁽¹⁾	10/01/2010	Common Stock	13,259	$3.68	D
Stock Option (right to buy) granted on Oct. 2, 2000	⁽¹⁾	10/01/2010	Common Stock	13,484	$3.68	D
Stock Option (right to buy) granted on Oct. 2, 2000	⁽¹⁾	10/01/2010	Common Stock	6,738	$3.68	D
Stock Option (right to buy) granted on April 27, 2001	⁽¹⁾	04/26/2011	Common Stock	8,487	$3.68	D
Stock Option (right to buy) granted on April 27, 2001	⁽¹⁾	04/26/2011	Common Stock	8,934	$3.68	D
Stock Option (right to buy) granted on April 27, 2001	⁽¹⁾	04/26/2011	Common Stock	4,467	$3.68	D
Stock Option (right to buy) granted on Oct. 29, 2001	⁽¹⁾	10/28/2011	Common Stock	81,899	$0.56	D
Stock Option (right to buy) granted on Oct. 29, 2001	⁽¹⁾	10/28/2011	Common Stock	89,345	$0.56	D
Stock Option (right to buy) granted on Oct. 29, 2001	⁽¹⁾	10/28/2011	Common Stock	44,672	$0.56	D
Stock Option (right to buy) granted on Feb. 13, 2003	⁽¹⁾	02/12/2013	Common Stock	23,453	$0.45	D
Stock Option (right to buy) granted on Feb. 13, 2003	⁽¹⁾	02/12/2013	Common Stock	26,803	$0.45	D
Stock Option (right to buy) granted on Feb. 13, 2003	⁽¹⁾	02/12/2013	Common Stock	13,401	$0.45	D

Explanation of Responses:

1. Option, when granted, vested as to (i) 25% on each of the first and second anniversary of the date of grant; (ii) 20% on each of the third and fourth anniversary of the date of grant; and (iii) 10% on the fifth anniversary of the date of grant. Effective August 2, 2004 (the date of the closing of the acquisition of Modus Media, Inc. by the issuer), one-third of the number of shares subject to the option that was not then vested became vested and exercisable. The number of shares subject to the option that will vest and become exercisable on each anniversary of the date of grant after August 2, 2004 will now be the number of shares that would otherwise have vested in accordance with the above-stated schedule, reduced by one-third. The shares subject to the option that are or become vested on or after August 2, 2004 shall be exercisable once vested.

Remarks:

The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.

	Thomas B. Rosedale (pursuant to Power of Attorney)	08/03/2004
	** 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 5 (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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