X0305 4/A 2012-04-20 2012-04-24 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 2012-04-20 4 S 0 45000 0.17 D 9138173 I By partnerships, corporations and various investment accounts As of April 20, 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 9,138,173 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 9,038,173 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 9,138,173 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. /s/ Jonathan Gallen 2012-05-02