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* Ward John P (Last) (First) (Middle) C/O ARTISOFT, INC. ONE MEMORIAL DRIVE (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ARTISOFT INC [ ASFT ]	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) 09/28/2005
	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	09/28/2005		P		4,352,109(1)	A	$1.1386	20,931,572	I	See Footnote 1
Common Stock	09/28/2005		P		177,743(2)	A	$1.1386	486,595	I	See Footnote 1
Common Stock	09/28/2005		P		81,074(3)	A	$1.1386	758,190	I	See Footnote 3

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
Common Stock Warrant (right to buy)	$0.01	09/28/2005		A		836,318		(4)	09/28/2005	Common Stock	836,318	$1.1386	836,318	I	See Footnote 1
Common Stock Warrant (right to buy)	$0.01	09/28/2005		A		15,579		(4)	09/28/2005	Common Stock	15,579	$1.1386	15,579	I	See Footnote 2
Common Stock Warrant (right to buy)	$0.01	09/28/2005		A		34,156		(4)	09/28/2005	Common Stock	34,156	$1.1386	34,156	I	See Footnote 3

Explanation of Responses:

1. Securities held of record by M/C Venture Partners V, L.P. Mr. Ward is a Manager of M/C VP V, LLC, the sole general partner of M/C Venture Partners V, L.P. In such capacity he may be deemed to share voting and investment power with respect to the shares of Common Stock held of record by M/C Venture Partners V, L.P. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and the reporting herein of such securities shall not be construed as an admission of beneficial ownership thereof for purposes of Section 16 or for any other purpose.

2. Securities held of record by M/C Venture Investors, LLC. Mr. Ward is a Manager of M/C Venture Investors, LLC . In such capacity he may be deemed to share voting and investment power with respect to the shares of Common Stock held of record by M/C Venture Investors, LLC. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and the reporting herein of such securities shall not be construed as an admission of beneficial ownership thereof for purposes of Section 16 or for any other purpose.

3. Securities held of record by Chestnut Venture Partners, L.P. Mr. Ward is a General Partner of Chestnut Street Partners, Inc., the General Partner of Chestnut Venture Partners, L.P. In such capacity he may be deemed to share voting and investment power with respect to the shares of Common Stock held of record by Chestnut Venture Partners, L.P. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and the reporting herein of such securities shall not be construed as an admission of beneficial ownership thereof for purposes of Section 16 or for any other purpose.

4. Upon the filing by the Company of an amendment to its Certificate of Incorporation to increase the number of authorized shares of Common Stock, this warrant shall be automatically exercised, without any further action on the part of the holder, in a cashless exercise.

	/s/ John P. Ward	09/30/2005
	** 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.
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.