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^*

SIMONS JAMES H

(Last)

(First)

(Middle)

800 THIRD AVE

(Street)

NEW YORK

10022

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2009

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)
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, $0.01 par value	11/18/2009		M		21,429	A	$1.4	431,429	D
Common Stock, $0.01 par value	11/18/2009		F		12,195	D	$2.46	419,234	D
Common Stock, $0.01 par value	11/18/2009		M		18,405	A	$1.63	437,639	D
Common Stock, $0.01 par value	11/18/2009		F		12,195	D	$2.46	425,444	D
Common Stock, $0.01 par value	11/18/2009		M		14,285	A	$2.1	439,729	D
Common Stock, $0.01 par value	11/18/2009		F		12,194	D	$2.46	427,535	D
Common Stock, $0.01 par value	11/18/2009		M		33,708	A	$0.89	461,243	D
Common Stock, $0.01 par value	11/18/2009		F		12,195	D	$2.46	449,048	D
Common Stock, $0.01 par value								1,684,640	I	By Bermuda Trust Company Limited⁽¹⁾
Common Stock, $0.01 par value								4,701	I	Held by Dr. Simons' child⁽²⁾
Common Stock, $0.01 par value								4,701	I	Held by Dr. Simons as custodian⁽³⁾
Common Stock, $0.01 par value								4,701	I	Held by Dr. Simons as administrator⁽⁴⁾
Common Stock, $0.01 par value								850	I	Held by Dr. Simons' wife⁽⁵⁾
Common Stock, $0.01 par value								2,001	I	Held by Dr. Simons' child⁽⁶⁾
Common Stock, $0.01 par value								53	I	Held by Renaissance Ventures Ltd.⁽⁷⁾

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)
Options (right to buy)	$1.4	11/18/2009		M			21,429	06/02/2002	01/02/2012	Common Stock, par value $0.01 per share	21,429	$0	0	D
Options (right to buy)	$1.63	11/18/2009		M			18,405	06/03/2003	01/03/2013	Common Stock, par value $0.01 per share	18,405	$0	0	D
Options (right to buy)	$2.1	11/18/2009		M			14,285	06/03/2007	01/03/2017	Common Stock, par value $0.01 per share	14,285	$0	0	D
Options (right to buy)	$0.89	11/18/2009		M			33,708	06/02/2009	01/02/2019	Common Stock, par value $0.01 per share	33,708	$0	0	D

Explanation of Responses:

1. These Shares are held by Bermuda Trust Company Limited, as Trustee of the Lord Jim Trust, a trust created under the laws of the Islands of Bermuda (the "Trust"). The principal beneficiaries of the Trust are Dr. Simons and his parents and children.

2. These shares are held directly by Dr. Simons' child, Nathaniel Simons. Dr. Simons disclaims beneficial ownership of these shares for purposes of Section 16 of the Securities Exchange Act of 1934.

3. These shares are held directly by Dr. Simons' child, Audrey Simons. Dr. Simons disclaims beneficial ownership of these shares for the purposes of Section 16 of the Securities Exchange Act of 1934.

4. These shares are held directly by Dr. Simons as administrator of the estate of Nicholas Simons.

5. These shares are held directly by Dr. Simons' wife. Dr. Simons disclaims beneficial ownership of these shares for puposes of Section 16 of the Securities Exchange Act of 1934.

6. These shares are held directly by Dr. Simons' child, Elizabeth Simons. Dr. Simons disclaims beneficial ownership of these shares for the purposes of Section 16 of the Securities Exchange Act of 1934.

7. These shares are held by Renaissance Ventures Ltd., a New York corporation of which Dr. Simons is the sole shareholder.

	/s/ James Simons	11/20/2009
	** 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).
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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