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^*

Simon Steven G.

(Last)

(First)

(Middle)

630 DUNDEE ROAD

SUITE 230

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC LEARNING CORP [ SCIL ]

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)
08/10/2007

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	08/10/2007⁽¹⁾⁽²⁾		P⁽¹⁾⁽²⁾		904,500	A	$5	2,126,480⁽¹⁾⁽²⁾	I	See Footnote⁽¹⁾⁽²⁾
Common Stock	08/10/2007⁽¹⁾⁽²⁾		P⁽¹⁾⁽²⁾		445,500	A	$5	1,012,536⁽¹⁾⁽²⁾	I	See Footnote⁽¹⁾⁽²⁾

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)

Explanation of Responses:

1. As stated in the Form 3 filed on even date herewith, Steven G. Simon became a controlling shareholder and director of Trigran Investments, Inc. on July 1, 2006. Trigran Investments, Inc. is the general partner of Trigran Investments, L.P. and Trigran Investments, L.P. II. As a result of Mr. Simon's position with Trigran Investments Inc., Mr. Simon may be deemed to be an indirect beneficial owner of the shares held by Trigran Investments, Inc. as of July 1, 2006.

2. On August 14, 2007, Trigran Investments, Inc., Trigran Investments, L.P., and Trigran Investments, L.P. II, along with controlling shareholders and directors Douglas Granat and Lawrence A. Oberman, timely filed a Form 4 with respect to the SCIL shares held by Trigran Investments, L.P. and Trigran Investments, L.P. II indicating that on August 10, 2007, Trigran Investments, L.P. acquired 904,500 shares and Trigran Investments, L.P. II acquired 445,500 of SCIL and that, as a result, after the purchases Trigran Investments, L.P held 2,126,480 shares of SCIL and Trigran Investments, L.P. II held 1,012,536 of SCIL; however, due to an administrative oversight, Mr. Simon was not included on that Form 4 as having a possible indirect interest in the shares. Notwithstanding the foregoing, Mr. Simon disclaims beneficial ownership of all such SCIL shares except to the extent of his pecuniary interest therein.

	/s/ Steven G. Simon	08/21/2007
	** 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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