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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Saunders Acquisition Corp (Last) (First) (Middle) 2 BRIARWOOD COURT (Street) PRINCETON JUNCTION NJ 08850 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FRANKLIN ELECTRONIC PUBLISHERS INC [ FEP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/07/2009
	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	12/07/2009		J(1)		1,900	A	$2.5	2,582,312	D
Common Stock	12/17/2009		J(2)		100	A	$2.5	2,582,412	D
Common Stock	12/29/2009		J(3)		39,000	A	$2.5	2,621,412	D
Common Stock	12/30/2009		J(4)		117,000	A	$2.5	2,738,412	D
Common Stock	01/05/2010		J(5)		2,714	A	$2.5	2,741,126	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

Explanation of Responses:

1. Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), acquired by the Reporting Person pursuant to the certain exchange agreement between the Reporting Person and Frank A. Musto, Chief Financial Officer of the Issuer and Treasurer of the Reporting Person. In consideration of such contribution, Mr. Musto received a number of shares of the Reporting Person's Series A Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), equal to the number of shares of Common Stock contributed to the Reporting Person by Mr. Musto.

2. Represents share of Common Stock acquired by the Reporting Person pursuant to that certain exchange agreement between the Reporting Person and Toshihide Hokari, Chief Operating Officer of the Issuer and Secretary of the Reporting Person. In consideration of such contribution, Mr. Hokari received a number of shares of Series A Preferred Stock equal to the number of shares Common Stock contributed to the Reporting Person by Mr. Hokari.

3. Represents shares of Common Stock acquired by the Reporting Person pursuant to that certain exchange agreement between the Reporting Person and Julien David, a shareholder of the Issuer. In consideration of such contribution, Mr. David received a number of shares of Series A Preferred Stock equal to the number of shares of Common Stock contributed to the Reporting Person by Mr. David.

4. Represents shares of Common Stock acquired by the Reporting Person pursuant to that certain exchange agreement between the Reporting Person and Morton David, a shareholder of the Issuer. In consideration of such contribution, Mr. David received a number of shares of Series A Preferred Stock equal to the number of shares of Common Stock contributed to the Reporting Person by Mr. David.

5. Represents additional shares of Common Stock acquired by the Reporting Person pursuant to the above-referenced exchange agreements between the Reporting Person and each of Messrs. Musto and Hokari. In consideration of such contributions, Messrs. Musto and Hokari each received a number of shares of Series A Preferred Stock equal to the number of additional shares of Common Stock contributed to the Reporting Person by him.

	/s/ Barry J. Lipsky, President of Saunders Acquisition Corp.	01/20/2010
	** 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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