X0305 4 2012-03-30 0 0000945384 CICERO INC CICN 0001069726 GALLEN JONATHAN C/O AHAB CAPITAL MANAGEMENT, INC. 299 PARK AVENUE, 17TH FLOOR NEW YORK NY 10171 0 0 1 0 Common Stock, par value $0.001 per share 2012-03-30 4 J 0 287037 0.15 A 8851136 I By partnerships, corporations and various investment accounts As of March 30, 2012, Ahab Redemption Fund, L.P. ("Ahab"), Ahab Redemption Fund, Ltd. ("Redemption"), certain affiliated funds and one or more private investment accounts (the "Accounts") held in the aggregate 8,851,136 shares of common stock, par value $0.001 per share (the "Shares"), of Cicero, Inc., formerly Level 8 Systems, Inc. (the "Company"). All warrants previously reported as held by Ahab, Redemption, the affiliated funds and the Accounts have expired. Jonathan Gallen possesses the sole power to vote and the sole power to direct the disposition of 8,751,136 Shares held by Ahab, Redemption, and the affiliated funds. In addition, Mr. Gallen possesses the sole power to direct the disposition of 100,000 Shares held by the Accounts. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen is deemed to beneficially own 8,851,136 Shares. Mr. Gallen's interest in the securities reported herein is limited to the extent of his pecuniary interest in Ahab, Opportunities, the affiliated funds, and the Accounts, respectively, if any. The Shares disclosed in Box 4 of Table 1 of this Form were acquired pursuant to an agreement entered into with the Company, whereupon such Shares were received in lieu of interest owed in connection with certain notes or other instruments, as more fully described in the Company's Form 8-K filed with the Securities and Exchange Commission on April 18, 2012. /s/ Jonathan Gallen 2012-05-02