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^*

Steffens John

(Last)

(First)

(Middle)

C/O SPRING MOUNTAIN CAPITAL, LP

65 EAST 55TH STREET, 33RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CICERO INC [ OTC:CICN ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2013

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, $0.001 par value per share	03/21/2013		J⁽¹⁾		6,000,000	A	$0.05	32,262,529	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)
Common Stock Purchase Warrants (right to buy)	$0.2	03/21/2013		J⁽¹⁾		1,200,000		⁽²⁾	03/20/2018	Common Stock, $0.001 par value per share	1,200,000	⁽¹⁾	1,200,000	D
Common Stock Purchase Warrants (right to buy)	$0.18							⁽²⁾	10/30/2017	Common Stock, $0.001 par value per share	188,285		188,285	D
Common Stock Purchase Warrants (right to buy)	$0.2							⁽²⁾	04/16/2014	Common Stock, $0.001 par value per share	250,000		250,000	D
Common Stock Purchase Warrants (right to buy)	$0.25							⁽²⁾	01/14/2015	Common Stock, $0.001 par value per share	1,600,000		1,600,000	D
Series B Convertible Preferred Stock	⁽³⁾							⁽²⁾	⁽³⁾	Common Stock, $0.001 par value per share	6,400,000		6,400	D
Series A-1 Convertible Preferred Stock	⁽⁴⁾							⁽²⁾	⁽⁴⁾	Common Stock, $0.001 par value per share	14,832		14.832	D
Employee Stock Option	$0.09							⁽²⁾	08/20/2020	Common Stock, $0.001 par value per share	10,000		10,000	D
Employee Stock Option	$0.51							⁽²⁾	08/17/2017	Common Stock, $0.001 par value per share	8,000		8,000	D

Explanation of Responses:

1. On March 21, 2013, the Reporting Person received from the Issuer 6,000,000 shares of Common Stock and warrants to purchase 1,200,000 shares of Common Stock as consideration for the cancellation of debt held by the Reporting Person with an aggregate principal amount of $300,000, based on a price of $0.05 per share of Common Stock, the closing price of the Common Stock on the date of issuance.

2. The securities reported herein are currently exercisable.

3. The Series B Convertible Preferred Stock is convertible into common stock at any time on a one-for-1,000 basis, and has no expiration date.

4. The Series A-1 Convertible Preferred Stock is convertible into common stock at any time on a one-for-1,000 basis, and has no expiration date.

	/s/ John L. Steffens	04/25/2013
	** 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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