X0303 4 2010-05-04 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) 0.06 2010-05-04 4 P 0 2500000 0.06 A 2010-05-04 2013-05-04 Common Stock 2500000 4823293 D Warrant (right to buy) 0.06 2010-05-19 4 P 0 2500000 0.06 A 2010-05-19 2013-05-19 Common Stock 2500000 7323293 D On May 4, 2010, Communication Intelligence Corp. (the "Issuer") entered into a second amendment of the Credit Agreement dated June 5, 2008 ("Amendment No. 2") by and among the Issuer and Phoenix Venture Fund LLC ("Phoenix"), other lenders party thereto and SG Phoenix LLC ("SG Phoenix"), as collateral agent, which Credit Agreement had previously been amended by the parties thereto on May 28, 2009 in connection with a previous financing transaction. Under Amendment No. 2 to the Credit Agreement, until August 31, 2010, upon submission of a written request by the Issuer and the approval of Phoenix in its sole discretion, the Issuer has the ability to receive up to an aggregate of $1.0 million in additional funding through the issuance of additional secured promissory notes to Phoenix and/or its designees. In connection with the issuance of any additional secured promissory notes to Phoenix and/or its designees, the Issuer is obligated to issue warrants to Phoenix and/or its designees to purchase shares of the Issuer's common stock as partial consideration for the loans. On May 4, 2010, the Issuer received a loan of $150,000 from Phoenix and issued warrants to Phoenix to purchase 2,500,000 shares of the Issuer's common stock at an exercise price of $0.06 per share. On May 19, 2010, the Issuer received an additional loan of $150,000 from Phoenix and issued warrants to Phoenix to purchase 2,500,000 shares of the Issuer's common stock at an exercise price of $0.06 per share. The warrants acquired and reported on this form by Phoenix may be deemed to be indirectly beneficially owned by SG Phoenix Ventures LLC ("SGPV"), the managing member of Phoenix, and Philip S. Sassower and Andrea Goren, the co-managers of SGPV and the members of SG Phoenix. Phoenix, SG Phoenix, SGPV, Mr. Sassower and Mr. Goren may be deemed to be 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. Phoenix Venture Fund LLC By: SG Phoenix Ventures LLC, its Managing Member By: /s/ Andrea Goren Andrea Goren, Manager 2010-05-20 SG Phoenix Ventures LLC By: /s/ Andrea Goren Andrea Goren, Manager 2010-05-20 /s/ Philip S. Sassower Philip S. Sassower 2010-05-20 /s/ Andrea Goren Andrea Goren 2010-05-20