| 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 |
|
|||||||||||||||
 |
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CMGI INC [ CMGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2004 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 10/29/2004 | S | 100,000 | D | $1.41 | 3,358,917 | I | see footnote(1) | ||
| Common Stock | 15,717 | I | see footnote(2) | |||||||
| Common Stock | 0 | I | see footnote(3) | |||||||
| Common Stock | 68,074 | I | see footnote(4) | |||||||
| Common Stock | 26,440 | I | see footnote(5) | |||||||
|
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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. These securities are owned by BankAmerica Investment Corporation, which is a member of a "group" with other stockholders of the Issuer for purposes of Section 13(d) of the Securities Exchange Act of 1934. These securities may be deemed to be indirectly owned by Bank of America Corporation by virtue of Bank of America Corporation's 100% ownership of BankAmerica Investment Corporation. Bank of America Corporation disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 2. These securities are owned by FSC Corp. These securities may be deemed to be indirectly owned by Bank of America Corporation by virtue of Bank of America Corporation's 100% ownership of FSC Corp. Bank of America Corporation dislcaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 3. Fleet National Bank, as trustee of both the Abegail L. Moore Trust and the Alexander S. Moore Trust, is a member of the Section 13(d) "group" along with certain other stockholders of the Issuer. Fleet National Bank does not have a pecuniary interest in any shares of the Issuer. |
| 4. These securities are beneficially owned by BAS Capital Funding Corporation. These securities may be deemed to be indirectly owned by Bank of America Corporation, by virtue of its 100% ownership of BAS Capital Funding Corporation. Bank of America Corporation disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 5. These securities are owned by Banc of America Securities LLC. Banc of America Securities LLC is a wholly-owned subsidiary of NationsBank Montgomery Holdings Corporation, which is a wholly-owned subsidiary of NB Holdings Corporation, which is a wholly-owned subisidary of Bank of America Corporation. NationsBank Montgomery Holdings Corporation, NB Holdings Corporation, and Bank of America Corporation disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| /s/ Debra M. Ingraham, Attorney-in-Fact, Bank of America Corporation | 11/02/2004 | |
| /s/ Debra M. Ingraham, Attorney-in-Fact, BankAmerica Investment Corp. | 11/02/2004 | |
| /s/ Debra M. Ingraham, Attorney-in-Fact, Fleet National Bank | 11/02/2004 | |
| ** 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. | ||
EXHIBIT 99.1
JOINT FILER INFORMATION
|
Name: |
BankAmerica Investment Corporation 231 So. LaSalle Street Chicago, IL 60679 |
|
Designated Filer: |
Bank of America Corporation |
|
Issuer and Ticker Symbol: |
CMGI, Inc. (CMGI) |
|
Date of Event Requiring Statement: |
October 29, 2004 |
|
Signature: |
BANKAMERICA INVESTMENT CORPORATION |
|
By: /s/ Debra M. Ingraham Debra M. Ingraham Attorney-in-Fact |
|
|
Name: |
Fleet National Bank 175 Federal Street, 10th Floor Boston, MA 02110 |
|
Designated Filer: |
Bank of America Corporation |
|
Issuer and Ticker Symbol: |
CMGI, Inc. (CMGI) |
|
Date of Event Requiring Statement: |
October 29, 2004 |
|
Signature: |
fleet national bank |
|
By: /s/ Debra M. Ingraham Debra M. Ingraham Attorney-in-Fact |
|