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^*

FLOWERS JEFFRY

(Last)

(First)

(Middle)

C/O CARBONITE, INC.

177 HUNTINGTON AVENUE

(Street)

BOSTON

02115

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2011

3. Issuer Name and Ticker or Trading Symbol
Carbonite Inc [ CARB ]

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

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

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	846,900	D
Common Stock	127,426	I⁽¹⁾	By Trust⁽¹⁾
Common Stock	138,526	I⁽²⁾	By Trust⁽²⁾
Common Stock	127,426	I⁽³⁾	By Trust⁽³⁾
Common Stock	138,526	I⁽⁴⁾	By Trust⁽⁴⁾
Common Stock	50,000	I⁽⁵⁾	By Trust⁽⁵⁾
Common Stock	50,000	I⁽⁶⁾	By Trust⁽⁶⁾

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)	⁽⁷⁾	10/02/2018	Common Stock	67,302	$1.31	D
Stock Option (right to buy)	⁽⁸⁾	11/14/2019	Common Stock	39,000	$2.64	D
Stock Option (right to buy)	⁽⁹⁾	11/14/2019	Common Stock	21,000	$2.64	D
Series A Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	17,121⁽¹¹⁾	⁽¹⁰⁾	D

Explanation of Responses:

1. These shares are owned by the Jeffry Flowers 2009 Grantor Retained Annuity Trust No. 1. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

2. These shares are owned by the Jeffry Flowers 2009 Grantor Retained Annuity Trust No. 2. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

3. These shares are owned by the Laurie Flowers 2009 Grantor Retained Annuity Trust No. 1. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

4. These shares are owned by the Laurie Flowers 2009 Grantor Retained Annuity Trust No. 2. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

5. These shares are owned by the Jeffry Flowers 2010 Grantor Retained Annuity Trust. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

6. These shares are owned by the Laurie Flowers 2010 Grantor Retained Annuity Trust. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

7. This option is currently exerciseable as to 31,392 shares of common stock and becomes exerciseable as to the remaining underlying shares of common stock in 4 equal quarterly installments beginning on November 7, 2011.

8. This option is currently exerciseable as to 14,625 shares of common stock and becomes exerciseable as to the remaining underlying shares of common stock in 10 equal quarterly installments beginning on August 14, 2011.

9. This option is currently exerciseable as to 2,625 shares of common stock and becomes exerciseable as to the remaining underlying shares of common stock in 14 equal quarterly installments beginning on August 14, 2011.

10. The Issuer's Preferred Stock will convert into Common Stock on a 1:3 basis upon the closing of the Issuer's initial public offering and has no expiration date.

11. Reflects the conversion of the Issuer's Preferred Stock into Common Stock on a 1:3 basis.

Remarks:

	/s/ Danielle Sheer, by power of attorney	08/10/2011
	** 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 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.