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*
Trigran Investments, Inc.

(Last) (First) (Middle)
630 DUNDEE ROAD SUITE 230

(Street)
NORTHBROOK IL 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)
01/17/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 01/17/2008 P(1) 323,000 A $4.5 3,022,980 I See Footnote(3)
Common Stock 01/17/2008 P(2) 277,000 A $4.5 1,741,036 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
1. Name and Address of Reporting Person*
Trigran Investments, Inc.

(Last) (First) (Middle)
630 DUNDEE ROAD SUITE 230

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TRIGRAN INVESTMENTS LP

(Last) (First) (Middle)
630 DUNDEE ROAD SUITE 230

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TRIGRAN INVESTMENTS LP II

(Last) (First) (Middle)
630 DUNDEE ROAD SUITE 230

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oberman Lawrence A

(Last) (First) (Middle)
630 DUNDEE ROAD SUITE 230

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GRANAT DOUGLAS

(Last) (First) (Middle)
630 DUNDEE ROAD SUITE 230

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Simon Steven G.

(Last) (First) (Middle)
630 DUNDEE ROAD SUITE 230

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Trigran Investments, L.P. acquired 323,000 shares on January 17, 2008.
2. Trigran Investments, L.P. II acquired 277,000 shares on January 17, 2008.
3. The shares are held as follows: 3,022,980 by Trigran Investments, L.P and 1,741,036 by Trigran Investments, L.P. II after the purchases identified in this report. Douglas Granat, Lawrence A. Oberman and Steven G. Simon are controlling shareholders and directors of Trigran Investments, Inc. Trigran Investments, Inc. is the general partner of Trigran Investments, L.P. and Trigran Investments, L.P. II. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. Each member of the group has the same address listed above for Trigran Investments, Inc., the group's designated filer.
Remarks:
*** As Executive Vice President and Director of Trigran Investments, Inc., the General Partner of Trigran Investments, L.P. and Trigran Investments, L.P. II, individually and as attorney-in-fact on behalf of Douglas Granat and Steven G. Simon.
/s/ Lawrence A. Oberman*** 01/22/2008
** 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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