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^*

KELLEY BRIAN J

(Last)

(First)

(Middle)

C/O COGNITRONICS CORPORATION

3 CORPORATE DRIVE

(Street)

DANBURY

06810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNITRONICS CORP [ CGN ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Former President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2006

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	08/16/2006		M		160,000	A	$0⁽³⁾	708,625	D
Common Stock	08/16/2006		F		137,173	D	$2.02	571,452	D
Common Stock	08/16/2006		D⁽⁴⁾		259,472	D	$2.02	311,980	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)
Stock Option	$9.06	08/16/2006		D⁽¹⁾			67,500	⁽²⁾	05/24/2010	Common Stock	67,500	$0	0	D
Stock Option	$5	08/16/2006		D⁽¹⁾			75,000	⁽²⁾	06/13/2011	Common Stock	75,000	$0	0	D
Stock Option	$1.55	08/16/2006		D⁽¹⁾			60,000	⁽²⁾	10/23/2012	Common Stock	60,000	$0	0	D
Stock Option	$2.2	08/16/2006		D⁽¹⁾			60,000	⁽²⁾	10/24/2013	Common Stock	60,000	$0	0	D
Stock Option	$2.7	08/16/2006		D⁽¹⁾			80,000	⁽²⁾	10/25/2015	Common Stock	80,000	$0	0	D
Stock Option	$9.06	08/16/2006		A⁽¹⁾		67,500		⁽²⁾	08/16/2008	Common Stock	67,500	$0	67,500	D
Stock Option	$5	08/16/2006		A⁽¹⁾		75,000		⁽²⁾	08/16/2008	Common Stock	75,000	$0	75,000	D
Stock Option	$1.55	08/16/2006		A⁽¹⁾		60,000		⁽²⁾	08/16/2008	Common Stock	60,000	$0	60,000	D
Stock Option	$2.2	08/16/2006		A⁽¹⁾		60,000		⁽²⁾	08/16/2008	Common Stock	60,000	$0	60,000	D
Stock Option	$2.7	08/16/2006		A⁽¹⁾		80,000		⁽²⁾	08/16/2008	Common Stock	80,000	$0	80,000	D
Long-Term Incentive Rights	$0	08/16/2006		M			160,000	⁽²⁾	10/23/2006	Common Stock	160,000	$0	0	D

Explanation of Responses:

1. The reported transactions reflect the amendment of existing stock options such that they expire two years from the date Mr. Kelley ceased to be an officer and director of Cognitronics Corporation.

2. All options and rights are fully exercisable or were accerlerated in connection with Mr. Kelley's severance from Cognitronics Corporation.

3. No exercise price.

4. Shares sold to Cognitronics Corporation to effect the pay-off of a promissory note.

Remarks:

	/s/ Brian J. Kelley By: Garrett Sullivan, Attorney-in-Fact	08/18/2006
	** 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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