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^*

BRYANT DOUGLAS D

(Last)

(First)

(Middle)

C/O NETWORK ENGINES,INC.

25 DAN ROAD

(Street)

CANTON

02021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NETWORK ENGINES INC [ NEI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2012

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⁽¹⁾	09/18/2012		D		44,168⁽²⁾	D	$1.45	0	D
Common Stock	09/18/2012		D		4,998⁽⁵⁾	D	$1.45	0	D

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)
Employee Stock Option (right to buy)	$0.92	09/18/2012		D			75,000	⁽³⁾	10/08/2012	Common Stock	75,000	$0.53	0	D
Employee Stock Option (right to buy)	$0.39	09/18/2012		D			60,938⁽⁶⁾	⁽⁴⁾	12/08/2018	Common Stock	60,938⁽⁶⁾	$1.06	0	D
Employee Stock Option	$1.38	09/18/2012		D			15,000	⁽⁴⁾	12/16/2019	Common Stock	15,000	$0.07	0	D
Employee Stock Option (right to buy)	$0.98	09/18/2012		D			25,000	⁽⁴⁾	12/14/2021	Common Stock	25,000	$0.47	0	D

Explanation of Responses:

1. Each share of common stock was disposed of in exchange for a cash payment of $1.45 per share upon consummation of the merger ("Merger") contemplated by that certain Agreement and Plan of Merger dated as of June 18, 2012 by and among Network Engines, Inc., Unicom Systems, Inc. and Unicom Sub Two, Inc.

2. Does not include shares held in trust for Mr Bryant's children or shares held by Mr Bryant's ex-spouse.

3. This option, which was fully vested, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) $1.45 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option.

4. This option, which provided for vesting in equal quarterly increments over a four year period, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) $1.45 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option.

5. Comprised of shares held in trust for the benefit of Mr. Bryant's children. Mr. Bryant disclaims beneficial ownership of such shares.

6. Mr. Bryant's former spouse is entitled to the payment in respect of 30,938 shares that are subject to this option, per the terms of the property settlement agreement between Mr. Bryant and his former spouse. Mr. Bryant disclaims beneficial ownership of those options to which his former spouse is entitled to receive payment.

	Douglas G. Bryant	09/19/2012
	** 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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