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*
Eisenberg Michael A

(Last) (First) (Middle)
JERUSALEM TECHNOLOGY PARK
BUILDING 98

(Street)
JURUSALEM L3 91481

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GURUNET CORP [ GRU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Director
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2005
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)
Code V Amount (A) or (D) Price
Common Stock 05/13/2005 S 3,334 D $12.849 0(1)(3) I By Seed Management Associates Ltd.(1)
Common Stock 05/13/2005 S 4,303 D $12.72 0(2)(4) I By Israel Venture Partners Ltd.(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reports a sale by Seed Management Associates Ltd., a Cayman Islands company limited by shares ("SMA"). Mr. Eisenberg is a principal of SMA, which previously held a note convertible into 6,667 shares of Common Stock of the issuer at a conversion price of $3.75 per share. In connection with its initial public offering, the issuer repaid one-half of the outstanding balance of such note, and the remaining balance of the note was converted into 3,334 shares of Common Stock in accordance with its terms.
2. Reports a sale by Israel Venture Partners Ltd., a Cayman Islands company limited by shares ("IVPL"), of which Mr. Eisenberg is a principal. IVPL is the sole constituent general partner of Israel Seed III Annex Fund, L.P., a Cayman Islands exempted limited partnership ("Annex"), which previously held a note convertible into 75,000 shares of Common Stock of the issuer at a conversion price of $3.75 per share. In connection with its initial public offering, the issuer repaid one-half of the outstanding balance of such note, and the remaining balance of such note was converted into 30,000 shares of Common Stock in accordance with its terms. On April 14, 2005, Annex distributed all 30,000 such shares to its constituent partners.
3. On April 14, 2005, Israel Seed III (Israel), L.P., an Israeli limited partnership of which SMA is the sole general partner, distributed all 9,372 shares of Common Stock of the issuer to its constituent partners.
4. On April 14, 2005, Israel Seed III, L.P., a Cayman Islands exempted limited partnership of which IVLP is the sole general partner, distributed 157,227 shares of Common Stock of the issuer to its constituent partners.
Remarks:
Mr. Eisenberg resigned as a director of the issuer on May 10, 2005. In connection with his resignation, the issuer's board of directors voted unanimously to accelerate the vesting of 7,100 shares of Common Stock subject to the option granted to Mr. Eisenberg on June 23, 2004 to become immediately exercisable as of May 10, 2005. The balance of 21,600 shares subject to such option expired in accordance with the terms of the option grant upon Mr. Eisenberg's resignation.
/s/ Michael A. Eisenberg 05/17/2005
** 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).
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