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* CALDWELL DONALD R (Last) (First) (Middle) 5 RADNOR CORP CENTER STE 555 (Street) RADNOR PA 19087 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VOXWARE INC [ VOXW ]	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) 06/30/2009
	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	06/30/2009		P		1,142,857	A	$1.75	2,047,337(1)	I	see(2)(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
Warrant to Purchase Common Stock	$2.5	06/30/2009		P		114,286		(4)	06/30/2012	Common Stock	114,286	$0	371,891(5)	I	see(2)(3)

Explanation of Responses:

1. Includes 904,480 shares of common stock owned of record by Cross Atlantic Technology Fund II, L.P. ("Cross Atlantic"). Mr. Caldwell is the Chairman and Chief Executive Officer of Cross Atlantic. Mr. Caldwell disclaims beneficial ownership of the 904,480 shares held by Cross Atlantic and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.

2. Pursuant to that certain Securities Purchase Agreement, dated as of June 29, 2009, by and among Voxware, Inc. ("Voxware"), The Co-Investment Fund II, L.P. ("Co-Investment Fund") and Edison Venture Fund V, L.P., on June 30, 2009, Co-Investment Fund purchased 1,142,857 shares of Voxware's common stock at a purchase price of $1.75 per share and a warrant to purchase 114,286 shares of Voxware's common stock with an exercise price of $2.50 per share.

3. Co-Invest Management II, L.P. ("Co-Invest Management") is a general partner of Co-Investment Fund and Co-Invest II Capital Partners, Inc. ("Co-Invest Capital") is a general partner of Co-Invest Management. Donald R. Caldwell is a shareholder, director, and officer of Co-Invest Capital. The reported securities are owned directly by Co-Investment Fund and indirectly by Co-Invest Management, Co-Invest Capital and Mr. Caldwell. Mr. Caldwell, Co-Invest Management and Co-Invest Capital disclaim beneficial ownership of the reported securities and this report shall not be deemed an admission that any of those parties is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

4. The warrants become exercisable on or after the date that is six (6) months after the date of issuance, which was June 30, 2009.

5. Includes a warrant to purchase 257,605 shares of common stock of Voxware owned of record by Cross Atlantic. Mr. Caldwell disclaims beneficial ownership of the warrant to purchase 257,605 shares of common stock of Voxware held by Cross Atlantic and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of his pecuniary interest therein.

	/s/ Donald R. Caldwell	07/02/2009
	** Signature of Reporting Person	Date
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