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^*

Goren Andrea

(Last)

(First)

(Middle)

110 EAST 59TH STREET, SUITE 1901

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2010

3. Issuer Name and Ticker or Trading Symbol
COMMUNICATION INTELLIGENCE CORP [ CICI.OB ]

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

X	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, par value $0.01	62,283,562	I⁽¹⁾⁽⁶⁾	By Phoenix Venture Fund LLC
Common Stock, par value $0.01	62,283,562	I⁽¹⁾⁽⁶⁾	By SG Phoenix Ventures LLC
Common Stock, par value $0.01	2,792,429	I⁽²⁾⁽⁶⁾	By SG Phoenix LLC
Common Stock, par value $0.01	19,000	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)
Series B Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	78,417,367	$0.06	I⁽¹⁾⁽⁶⁾	By Phoenix Venture Fund LLC
Series B Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	78,417,367	$0.06	I⁽¹⁾⁽⁶⁾	By SG Phoenix Ventures LLC
Series B Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	334,967	$0.06	I⁽³⁾⁽⁶⁾	By Andax LLC
Warrants (Right to buy)	12/31/2009	12/31/2012	Common Stock	1,162,824	$0.06	I⁽¹⁾⁽⁶⁾	By Phoenix Venture Fund LLC
Warrants (Right to buy)	03/31/2010	03/31/2013	Common Stock	1,162,824	$0.06	I⁽¹⁾⁽⁶⁾	By SG Phoenix Ventures LLC
Warrants (Right to buy)	03/31/2010	03/31/2013	Common Stock	1,160,469	$0.06	I⁽¹⁾⁽⁶⁾	By Phoenix Venture Fund LLC
Warrants (Right to buy)	03/31/2010	03/31/2013	Common Stock	1,160,469	$0.06	I⁽¹⁾⁽⁶⁾	By SG Phoenix Ventures LLC
Warrants (Right to buy)	05/04/2010	05/04/2013	Common Stock	1,041,667	$0.06	I⁽¹⁾⁽⁶⁾	By Phoenix Venture Fund LLC
Warrants (Right to buy)	05/04/2010	05/04/2013	Common Stock	1,041,667	$0.06	I⁽¹⁾⁽⁶⁾	By SG Phoenix Ventures LLC
Warrants (Right to buy)	05/04/2010	05/04/2013	Common Stock	20,833	$0.06	I⁽³⁾⁽⁶⁾	By Andax LLC
Warrants (Right to buy)	05/19/2010	05/19/2013	Common Stock	1,041,667	$0.06	I⁽¹⁾⁽⁶⁾	By Phoenix Venture Fund LLC
Warrants (Right to buy)	05/19/2010	05/19/2013	Common Stock	1,041,667	$0.06	I⁽¹⁾⁽⁶⁾	By Phoenix Venture Fund LLC
Warrants (Right to buy)	05/19/2010	05/19/2013	Common Stock	20,833	$0.06	I⁽³⁾⁽⁶⁾	By Andax LLC
Warrants (Right to buy)	06/03/2010	06/03/2013	Common Stock	1,041,667	$0.06	I⁽¹⁾⁽⁶⁾	By Phoenix Venture Fund LLC
Warrants (Right to buy)	06/03/2010	06/03/2013	Common Stock	1,041,667	$0.06	I⁽¹⁾⁽⁶⁾	By Phoenix Venture Fund LLC
Warrants (Right to buy)	06/03/2010	06/03/2013	Common Stock	20,833	$0.06	I⁽³⁾⁽⁶⁾	By Andax LLC
Warrants (Right to buy)	06/30/2010	06/30/2013	Common Stock	4,766,943	$0.06	I⁽¹⁾⁽⁶⁾	By Phoenix Venture Fund LLC
Warrants (Right to buy)	06/30/2010	06/30/2013	Common Stock	4,766,943	$0.06	I⁽¹⁾⁽⁶⁾	By SG Phoenix Ventures LLC
Warrants (Right to buy)	06/30/2010	06/30/2013	Common Stock	71,409	$0.06	I⁽³⁾⁽⁶⁾	By Andax LLC
Warrants (Right to buy)	08/05/2010	08/05/2013	Common Stock	4,024,414	$0.06	I⁽²⁾⁽⁶⁾	By SG Phoenix LLC

Explanation of Responses:

1. The securities are owned directly by Phoenix Venture Fund LLC (the "Fund") and may be deemed to be indirectly beneficially owned by SG Phoenix Ventures LLC ("SGPV"), the managing member of the Fund, and by Mr. Goren, the co-manager of SGPV.

2. The securities are owned directly by SG Phoenix LLC ("SG Phoenix") and may be deemed to be indirectly beneficially owned by Mr. Goren, a member of SG Phoenix.

3. The securities are owned directly by Andax LLC and may be deemd to be indirectly beneficially owned by Mr. Goren, the managing member of Andax LLC.

4. Each share of Series Preferred Stock of the Issuer is convertible at any time, at the holder's election, into shares of Common Stock at a conversion price of $0.06 per share, subject to adjustment for stock dividends, splits, combinations and similar events.

5. Each share of Series B Preferred Stock shall automatically convert into shares of Common Stock at the then applicable conversion rate upon the written consent of the holders of a majority of the then outstanding shares of Series B Preferred Stock.

6. This filing shall not be deemed as an admission by Mr. Goren that Mr. Goren is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Mr. Goren disclaims any beneficial ownership of all of the securities held by the Fund, SGPV, SG Phoenix and Andax LLC, except to the extent of his pecuniary interest, if any, in such securities.

	/s/ Andrea Goren	08/17/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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