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*
Nomicos Nicholas G

(Last) (First) (Middle)
C/O BAIN CAPITAL, LLC
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CMGI INC [ CMGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2004
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)
Code V Amount (A) or (D) Price
Common Stock $0.01 par value 08/16/2004 C 223,363 A $0.56 868,421 D(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options $0.56 08/16/2004 C 223,263 08/02/2004 11/02/2004 Common Stock par value 0.01 per share 223,363 $0.56 0 D
Explanation of Responses:
1. Includes 223,363 shares of Common Stock held directly by the Reporting Person as a result of his exercise of options as reported hereon and 645,058 shares held by the Reporting Person indirectly. The Reporting Person and/or entities affiliated with him are partners of BCIP Associates and BCIP Trust Associates II and , accordingly, the Reporting person may be deemed to share voting and dispositive power with respect to such shares. The Reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Remarks:
The Reporting person is a party to a Stock holder Selling Agreement dated as of August 2, 2004 and a Stock Transfer Agreement dated as of March 23, 2003 and consequently may be considered to acting as a group with the other persons and entities party thereto. The Reporting Person disclaims beneficial ownership of all such shares held by such parties and makes this filing on behalf of himself only.
/s/ Nicholas G. Nomicos 08/17/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.