X0304 4 2011-09-20 0 0000727634 COMMUNICATION INTELLIGENCE CORP CICI 0001403122 Phoenix Venture Fund LLC 110 EAST 59TH STREET NEW YORK NY 10022 1 1 1 0 _______ 0000908269 SASSOWER PHILIP S 110 EAST 59TH STREET SUITE 1901 NEW YORK NY 10022 1 1 1 0 Chief Executive Officer 0001541282 Phoenix Banner Holdings LLC 110 EAST 59TH STREET SUITE 1901 NEW YORK NY 10022 1 0 1 0 0001348894 Goren Andrea 110 EAST 59 STREET SUITE 1901 NEW YORK NY 10022 1 1 1 0 Chief Financial Officer 0001541278 SG Phoenix LLC 110 EAST 59TH STREET SUITE 1901 NEW YORK NY 10022 1 0 1 0 0001541280 ANDAX LLC 110 EAST 59TH STREET SUITE 1901 NEW YORK NY 10022 1 0 1 0 0001402688 Phoenix Enterprises Family Fund, LLC 110 EAST 59TH STREET NEW YORK NY 10022 1 0 1 0 0001348895 SG PHOENIX VENTURES LLC 110 EAST 59TH STREET SUITE 1901 NEW YORK CITY NY 10022 1 0 1 0 Common Stock 2012-01-04 4 D 0 6500000 D 303084811 I See footnote Common Stock 2012-01-24 4 M 0 2555556 0.0225 A 328267654 I See ffootnote Common Stock 2012-01-24 4 D 0 500000 0.115 D 327767654 I See footnote Warrant (right to buy) 0.0225 2011-09-20 4 A 0 5555555 A 2011-09-20 2014-09-20 Common Stock 5555555 5555555 I See footnote 6 Warrant (right to buy) 0.0225 2011-12-02 4 A 0 555556 A 2011-12-02 2014-12-02 Common Stock 555556 1189464 I See footnote Warrant (right to buy0 0.0225 2011-12-02 4 A 0 2555556 A 2011-12-02 2014-12-02 Common Stock 2555556 2555556 D Warrant (right to buy) 0.0225 2012-01-24 4 M 0 2555556 0 D 2011-12-02 2014-12-02 Common Stock 2555556 0 D Phoenix Venture Fund LLC ("Phoenix") transferred 6,500,000 shares of Common Stock to the Issuer in connection with a settlement with the Issuer and a stockholder related to a Section 16(b) claim. Shares held of record by Phoenix as of February 3, 2012. Includes the Common Stock equivalents of Series B Participating Convertible Preferred Stock ("Series B Preferred Stock") and Series C Participating Convertible Preferred Stock ("Series C Preferred Stock") held by Phoenix, including payment-in-kind dividends of Series B Preferred Stock and Series C Preferred Stock paid by Issuer to Phoenix since the last reportable transaction. As part of these dividends, the Issuer issued Phoenix 129,677 shares of Series B Preferred Stock and 31,765 shares of Series C Preferred Stock on September 30, 2011, as well as 132,946 shares of Series B Preferred Stock and 32,566 shares of Series C Preferred Stock on December 31, 2011. SG Phoenix Ventures LLC ("SGPV"), the managing member of Phoenix, as well as Mr. Sassower and Mr. Goren, the co-managers of SGPV, may be deemed to share voting and dispositive power with respect to the shares held by Phoenix.(See remarks below). Includes shares held by Mr. Sassower (2,555,556) (as of December 2, 2011), Phoenix (303,084,811), SG Phoenix LLC ("SG Phoenix") (13,506,843), Phoenix Enterprises Family Fund LLC ("Family Fund") (3,231,289) and Phoenix Banner Holdings LLC ("Banner") (5,555,555). Also includes 333,600 shares subject to options exercisable within 60 days of February 3, 2012. Mr. Sassower is the co-manager of SGPV, the managing member of Phoenix, a co-manager of SG Phoenix, a co-manager of the managing member of Banner and the sole managing member of the Family Fund. Mr. Sassower disclaims any beneficial ownership of the shares of held by Phoenix, SGPV, SG Phoenix, Family Fund and Banner, except to the extent of his pecuniary interest, if any, in such shares. On January 24, 2012, Mr. Sassower exercised a warrant to purchase 2,555,556 shares of the Issuer's Common Stock for $0.0225 a share. Mr. Sassower paid the exercise price on a cashless basis, resulting in the Issuer withholding 500,000 of the warrant shares to pay the exercise price and issuing to the Mr. Sassower the remaining 2,055,556 shares. Includes shares held by Mr. Sassower (2,055,556), Phoenix (303,084,811), SG Phoenix (13,506,843), Family Fund (3,231,289) and Banner (5,555,555). Also includes 333,600 shares subject to options exercisable within 60 days of February 3, 2012. Mr. Sassower is the co-manager of SGPV, the managing member of Phoenix, a co-manager of SG Phoenix, a co-manager of the managing member of Banner and the sole managing member of the Family Fund. Mr. Sassower disclaims any beneficial ownership of the shares of held by Phoenix, SGPV, SG Phoenix, Family Fund and Banner, except to the extent of his pecuniary interest, if any, in such shares. Shares held of record by Phoenix Banner Holdings LLC ("Banner"). Mr. Sassower and Mr. Goren, the co-managers of the managing member of Banner, may be deemed to share voting and dispositive power with respect to the shares held by Banner. Each of the persons disclaims beneficial ownership of the securities held by Banner except to the extent of any pecuniary interest, if any, in such shares. Banner acquired this warrant to purchase shares of the Issuer's Common Stock pursuant to a Note and Warrant Purchase Agreement by and among the Issuer and the investors listed therein. Shares held of record by Andax LLC ("Andax"). Mr. Goren, the managing member of Andax, may be deemed to share voting and dispositive power with respect to the shares held by Andax. Mr. Goren disclaims beneficial ownership of the shares held by Andax except to the extent of any pecuniary interest, if any, in such shares. Andax acquired this warrant to purchase shares of the Issuer's Common Stock pursuant to a Note and Warrant Purchase Agreement by and among the Issuer and the investors listed therein. Shares held of record by Mr. Sassower. Mr. Sassower acquired this warrant to purchase shares of the Issuer's Common Stock pursuant to a Note and Warrant Purchase Agreement by and among the Issuer and the investors listed therein. (2)(Continued)Each of the persons disclaims beneficial ownership of the securities held by Phoenix except to the extent of any pecuniary interest, if any, in such shares. Phoenix Venture Fund LLC By: SG Phoenix Ventures LLC, Its Managing Member By:Andrea Goren, Manager 2012-02-09 SG Phoenix Ventures LLC By: Andrea Goren, Manager 2012-02-09 SG Phoenix LLC By: Andrea Goren, Co-Manager 2012-02-09 Phoenix Enterprises Family Fund LLC By: Philip Sassower, Managing Member 2012-02-09 Phoenix Banner Holdings LLC By: Andrea Goren, Manageing Member 2012-02-09 Andax LLC By: Andrea Goren, Manageing Member 2012-02-09 Philip S. Sassower 2012-02-09 Andrea Goren 2012-02-09