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* Riley David (Last) (First) (Middle) C/O CMGI, INC. 1100 WINTER STREET, SUITE 4600 (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/09/2006	3. Issuer Name and Ticker or Trading Symbol CMGI INC [ CMGI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Interim CFO and Treasurer	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	36,196(1)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy) granted on June 28, 2002	(2)	06/27/2009	Common Stock	2,376	$0.48	D
Stock Option (right to buy) granted on September 2, 2003	(3)	09/01/2010	Common Stock	57,500	$1.59	D
Stock Option (right to buy) granted on August 2, 2004	(4)	08/01/2011	Common Stock	70,000	$1.39	D
Stock Option (right to buy) granted on November 1, 2005	(5)	10/31/2012	Common Stock	70,000	$1.57	D

Explanation of Responses:

1. 30,918 shares are restricted stock. Restrictions lapse as to 9,583 shares on 9/2/2006; restrictions lapse as to 10,669 shares on 8/2/2006; and restrictions lapse as to 10,666 shares on 8/2/07. There are no restrictions with respect to the remaining 5,278 shares.

2. The option is vested and exerciseable with respect to 1,583 shares and the remaining shares vest and become exerciseable on 6/28/2006.

3. The option is vested and exerciseable with respect to 39,530 shares and the remaining shares vest and become exerciseable in equal monthly installments until fully vested on the fourth anniversary of the grant date.

4. The option is vested and exerciseable with respect to 32,083 shares and the remaining shares vest and become exerciseable in equal monthly installments until fully vested on the fourth anniversary of the grant date.

5. The option vests and becomes exercisable as to 25% on the first anniversary of the date of grant and the remainder in 36 equal monthly installments thereafter.

	/s/ Thomas B. Rosedale (Pursuant to Power of Attorney)	06/14/2006
	** 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).
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