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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* LAVINE JONATHAN S (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 Footnote (6)
	3. Date of Earliest Transaction (Month/Day/Year) 11/11/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	11/11/2004		S		541,715	D	$1.66	20,671,901	I	See Footnote(1)(2)(3)(4)(5)(7)

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* LAVINE JONATHAN S (Last) (First) (Middle) C/O BAIN CAPITAL, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* Bain Capital Partners V, L.P. (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* Information Partners (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCIP ASSOCIATES (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAIN CAPITAL FUND IV LP (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCIP TRUST ASSOCIATES LP (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCIP TRUST ASSOCIATES II (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCIP TRUST ASSOCIATES II B (Last) (First) (Middle) 111 HUNTINGTON AVE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCM CAPITAL PARTNERS LP (Last) (First) (Middle) 111 HUNTINGON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* SANKATY HIGH YIELD PARTNERS II L P (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

Explanation of Responses:

1. Jonathan S. Lavine, as the sole managing member of Sankaty Investors, LLC ("SI"), SI, as the sole general partner of Bain Capital V Mezzanine Partners, L.P. ("BCMP"), and BCMP, as the sole general partner of BCM Capital Partners, L.P. ("BCM") may each be deemed to share voting and dispositive power with respect to the 505,715 shares held by BCM. Mr. Lavine, SI and BCMP disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

2. Jonathan S. Lavine, as the sole managing member of Sankaty Investors II, LLC ("SI II"), SI II, as the sole managing member of Sankaty High Yield Asset Investors II, LLC ("SAI II") and SAI II, as the sole general partner of Sankaty High Yield Partners II, L.P. ("SP II") may each be deemed to share voting and dispositive power with respect to the 170,257 shares held by SP II. Mr. Lavine, SI II and SAI II disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

3. Jonathan S. Lavine, as the sole managing member of Sankaty Investors III, LLC ("SI III"), SI III, as the sole managing member of Sankaty High Yield Asset Investors III, LLC ("SAI III"), and SAI III, as the sole general partner of Sankaty High Yield Partners III, L.P. ("SP III") may each be deemed to share voting and dispositive power with respect to the 170,257 shares held by SP III. Mr. Lavine, SI III and SAI III disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

4. Jonathan S. Lavine, as the sole managing member of Sankaty Credit Member, LLC ("SC Member"), SC Member, as the sole managing member of Sankaty Credit Opportunities Investors, LLC ("SCO Investors"), and SCO Investors, as the sole general partner of Sankaty Credit Opportunities, L.P. ("SCO") may each be deemed to share voting and dispositive power with respect to the 170,257 shares held by SCO. Mr. Lavine, SC Member and SCO Investors disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

5. Jonathan S. Lavine is a member of Bain Capital Investors, LLC ("BCI") which is (i) the general partner of Bain Capital Partners V, L.P. ("BCP V") and Bain Capital Partners IV, L.P. ("BCP IV"), which is in turn the sole general partner of Bain Capital Fund IV, L.P. ("Fund IV") and the managing partner of Information Partners ("IP"), (ii) the sole member of the management committee of BCIP Associates ("BCIP") and BCIP Trust Associates, L.P. ("BCIPTA") and (iii) the managing partner of each of BCIP Trust Associates II ("BCIPTA II") and BCIP Trust Associates II-B ("BCIPTA II-B"). (see footnote 7)

7. Additionally, he and/or entities affiliated with him are partners of BCIP, BCIPTA and BCIPTA II. Accordingly, he, BCI and BC IV may be deemed to share voting and dispositive power with respect to the shares held by Fund IV,

Remarks:

(6)BCM, SP II, SP III, and SCO are parties to a Stock Transfer Agreement dated as of March 23, 2003 and a Stockholder Selling Agreement dated as of August 2, 2004 and consequently may be considered to acting as a group with the other persons and entities party thereto. The Reporting Person disclaim beneficial ownership of all such shares held by such parties and make this filing on behalf of themselves only.

	/s/ Jonathan S. Lavine	11/15/2004
	** 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.

                              Attachment to Form 4

        Pursuant to Instruction 5(b)(v) of the General Instructions to Form 4,
this Form 4 is also being filed on behalf of the Reporting Persons set forth
below. All of the information set forth in the Attached Form 4 for Bain Capital
Investors, LLC is the same for the Reporting Person set forth below unless
otherwise noted.

                       TABLE I: Non-Derivative Securities


                                                      Amount of
                                                     Securities
                                                    Beneficially
                                                        Owned          Ownership        Nature of
                                    Securities        Following           Form:         Indirect
Name and Address of              Disposed of (D)      Reported        Direct (D) or    Beneficial
Reporting Person                     Amount         Transaction(s)    Indirect (I)      Ownership
- ------------------------------   ---------------   ---------------   --------------   -------------

Bain Capital Fund IV, L.P.           282,410         10,776,811             D
Information Partners                  9,942            379,389              D
BCIP Associates                       16,372           624,744              D
BCIP Trust Associates, L.P.           9,721            370,979              D
Bain Capital Partners V, L.P.        196,499          7,498,439             D
BCIP Trust Associates II                101             3,841               D
BCIP Trust Associates II-B              32              1,212               D


        Signature of Reporting Persons:

        BAIN CAPITAL INVESTORS, LLC for itself, on behalf of itself in its
        capacity as general partner of Bain Capital Partners IV, L.P., on behalf
        of Bain Capital Partners IV, L.P. in its capacity as general partner of
        Bain Capital Fund IV, L.P. and in its capacity as managing partner of
        Information Partners, for itself in its capacity as general partner of
        Bain Capital Partners V, L.P., for itself in its capacity as sole member
        of the management committee of BCIP Associates and BCIP Trust
        Associates, L.P. and for itself in its capacity as managing partner of
        BCIP Trust Associates II and BCIP Trust Associates II-B.

        /s/ Michael F. Goss
        ------------------------------
        Name: Michael F. Goss
        Title: Managing Director