X0303 4 2009-05-28 0 0000727634 COMMUNICATION INTELLIGENCE CORP CICI.OB 0001403122 Phoenix Venture Fund LLC 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 1 0 0001348895 SG PHOENIX VENTURES LLC 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 1 0 0000908269 SASSOWER PHILIP S 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 1 0 0001348894 Goren Andrea 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 1 0 Warrant (right to buy) 0.14 2009-05-28 4 J 0 20214285 D 2008-07-01 2011-06-30 Common Stock 20214285 21510000 D Warrant (right to buy) 0.06 2009-05-28 4 J 0 47166666 A 2009-05-28 2012-06-30 Common Stock 47166666 68676666 D Warrant (right to buy) 0.06 2009-05-28 4 P 0 11364592 A 2009-06-30 2012-06-30 Common Stock 11364592 80041258 D Communication Intelligence Corp. (the "Issuer") effected a financing transaction on June 5, 2008 pursuant to the terms and provisions of a Credit Agreement (the "Credit Agreement"), dated as of June 5, 2008, by and among the Issuer and Phoenix Venture Fund LLC (the "Fund"), certain other lenders party thereto and SG Phoenix LLC ("SG Phoenix"), as collateral agent. Under the terms of the Credit Agreement and in partial consideration for the Fund's loan to the Issuer of $3 million, the Issuer issued to the Fund a three-year warrant to purchase up to 20,214,285 shares of Issuer common stock at an exercise price of $0.14 per share. On May 28, 2009, the Issuer entered into a new financing transaction pursuant to the terms and provisions of Amendment No. 1 to Credit Agreement ("Amendment No. 1"), dated as of May 28, 2009, by and among the Issuer and the Fund, certain additional lenders and SG Phoenix, as collateral agent, whereby, among other things, the maturity date of the $3 million loan made to the Issuer by the Fund was extended and the warrant was amended to extend the expiration period of the warrant to June 30, 2012, reduce the exercise price of the warrant from $0.14 to $0.06 per share, and increase the number of shares of Issuer common stock that can be purchased upon exercise of the warrant to 47,166,666 shares. 20,214,285 shares issuable under the warrant are exercisable beginning on May 28, 2009 and the remaining 26,952,381 shares issuable under the warrant are exercisable beginning after the Issuer obtains stockholder approval to increase the number of authorized shares of its common stock sufficient to allow exercise of such warrant, until June 30, 2012. The Issuer is seeking stockholder approval of such increase at its annual meeting of stockholders to be held on June 30, 2009. The warrant is exercisable beginning after the Issuer obtains stockholder approval to increase the number of authorized shares of its common stock sufficient to allow exercise of the warrant, until June 30, 2012. The Issuer is seeking stockholder approval of such increase at its annual meeting of stockholders to be held on June 30, 2009. The entity directly acquiring the securities reported on this form is the Fund, which acquired a warrant to purchase 54,583,341 shares of Issuer common stock (47,166,666 shares in connection with Amendment No.1 and 7,416,675 shares of Issuer common stock in partial consideration for its loan to the Issuer of $850,000 on May 28, 2009 pursuant to Amendment No. 1). The securities acquired by the Fund may be deemed to be indirectly beneficially owned by SG Phoenix Ventures LLC ("SGPV"), the managing member of the Fund, and Philip S. Sassower and Andrea Goren, the co-managers of SGPV. In addition, Philip S. Sassower and Andrea Goren are the members of SG Phoenix, which acquired a warrant to purchase 3,947,917 shares of Issuer common stock in partial consideration for its administrative services in connection with Amendment No. 1. The Fund, SG Phoenix, SGPV, Mr. Sassower and Mr. Goren may be deemed to form a "group," as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any such person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each such person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein. Additionally, Mr. Goren directly individually owns 10,000 shares of common stock of the Issuer. Phoenix Venture Fund LLC By: SG Phoenix Ventures LLC, its Managing Member By: /s/ Andrea Goren, Manager 2009-06-01 SG Phoenix Ventures LLC By: /s/ Andrea Goren, Manager 2009-06-01 /s/ Philip S. Sassower 2009-06-01 /s/ Andrea Goren 2009-06-01