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^*

SOBILOFF PETER

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE MANAGEMENT LLC

680 FIFTH AVE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GREENFIELD ONLINE INC [ SRVY ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2007

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	05/21/2007		S		195,203⁽¹⁾	D	$15.3	2,394,520⁽³⁾	I⁽⁵⁾	See Footnote⁽⁵⁾
Common Stock	05/22/2007		S		257,000⁽²⁾	D	$15.45	2,137,520⁽⁴⁾	I⁽⁵⁾	See Footnote⁽⁵⁾

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. Includes (a) 33,321 disposed of by Insight Capital Partners III, L.P., (b) 157,541 shares disposed of by Insight Capital Partners (Cayman) III, L.P., and (c) 4,431 shares disposed of by Insight Capital Partners III -- Co-Investors, L.P. (collectively, Insight Capital Partners III, L.P., Insight Capital Partners (Cayman) III, L.P., and Insight Capital Partners III -- Co-Investors, L.P., the "Insight Funds") at a price per share of $15.30. Mr. Sobiloff is a managing member of Insight Venture Associates III, L.L.C., the general partner of each of the Insight Funds. Mr. Sobiloff disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. Includes (a)180,604 shares disposed of by Insight Capital Partners III, L.P., (b)44,739 Shares disposed by Insight Capital Partners (Cayman) III, L.P., and (c) 31,657 shares disposed of by Insight Capital Partners III - Co-Investors, L.P. at a price of $15.45 per share. Mr. Sobiloff is a managing member of Insight Venture Associates III, L.L.C., the general partner of each of the Insight Funds. Mr. Sobiloff disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. Includes (a) 1,660,463 shares held of record by Insight Capital Partners III, L.P., (b) 451,239 shares held of record by Insight Capital Partners (Cayman) III, L.P. and (c) 282,818 shares held of record by Insight Capital Partners III -- Co-Investors, L.P.

4. Includes (a) 1,479,859 shares held of record by Insight Capital Partners, III, L.P., (b) 406,500 shares held of record by Insight Capital Partners (Cayman) III, L.P. and (c) 251,161 shares held of record by Insight Capital Partners III -- Co-Investors, L.P.

5. Insight Venture Associates III, L.L.C. is a general partner of each of the Insight Funds. Mr. Sobiloff is a managing member of Insight Venture Associates III, L.L.C., the general partner of each of the Insight Funds. Mr. Sobiloff disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/ Peter Sobiloff	05/22/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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