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

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^*

Empire Capital Management, L.L.C.

(Last)

(First)

(Middle)

1 GORHAM ISLAND

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KANA SOFTWARE INC [ KANAE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2005

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, $0.001 par value ("Common Stock")	06/08/2005		S		23,000	D	$1.82	2,962,474	I	See Notes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/09/2005		S		128,474	D	$1.81	2,834,000	I	See Notes⁽¹⁾⁽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)
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. The shares of Common Stock to which this note relates are held directly by Empire Capital Partners, L.P., a Delaware limited partnership ("Empire Capital"), with respect to 1,169,858 shares of Common Stock, Empire Capital Partners, Ltd., a Cayman Islands exempted company ("Offshore"), as to 1,092,428 shares of Common Stock, Empire Capital Partners II, Ltd., a Cayman Islands exempted company ("Offshore II"), with respect to 200,625 shares of Common Stock, Charter Oak Partners, L.P., a Delaware limited partnership ("Charter Oak"), as to 328,523 shares of Common Stock and Charter Oak Partners II, L.P., a Delaware Limited Partnership ("Charter Oak II" and collectively with Empire Capital, Offshore, Offshore II and Charter Oak, "the Empire Funds"), as to the 42,566 shares of Common Stock directly owned by it.

2. Empire Capital Management, L.L.C. (the "Investment Manager") serves as investment manager to, and has investment discretion over, the securities held by Offshore I and Offshore II and certain accounts owned by Charter Oak and Charter Oak II. Empire GP, L.L.C. (the "General Partner") serves as the general partner of, and has investment discretion over, the securities held by Empire Capital. Scott Fine and Peter Richards are the managing members of the Investment Manager and the General Partner.

3. The Investment Manager, the General Partner and the Empire Funds disclaim beneficial ownership of any of the Issuer's securities to which this Form 3 relates except to the extent each may be deemed to have a pecuniary interest in such securities pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Scott A. Fine	06/10/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.