SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Kelly Mark

(Last) (First) (Middle)
C/O CMGI, INC.
1100 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/17/2006
3. Issuer Name and Ticker or Trading Symbol
CMGI INC [ CMGI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres of Americas Business Unit
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) granted on October 29, 2001(1) (2) 10/28/2011 Common Stock 894 0.56 D
Stock Option (right to buy) granted on October 29, 2001(1) (2) 10/28/2011 Common Stock 894 0.56 D
Stock Option (right to buy) granted on October 29, 2001(1) (2) 10/28/2011 Common Stock 447 0.56 D
Stock Option (right to buy) granted on May 10, 2002(1) (3) 05/09/2012 Common Stock 1,340 0.56 D
Stock Option (right to buy) granted on May 10, 2002(1) (3) 05/09/2012 Common Stock 1,340 0.56 D
Stock Option (right to buy) granted on May 10, 2002(1) (4) 05/09/2012 Common Stock 670 0.56 D
Stock Option (right to buy) granted on September 29, 1999(1) (5) 09/28/2009 Common Stock 8,990 2.31 D
Stock Option (right to buy) granted on September 29, 1999(1) (5) 09/28/2009 Common Stock 8,990 2.31 D
Stock Option (right to buy) granted on September 29, 1999(1) (5) 09/28/2009 Common Stock 4,494 2.31 D
Stock Option (right to buy) granted on December 16, 1999(1) (5) 12/15/2009 Common Stock 17,980 4.9 D
Stock Option (right to buy) granted on December 16, 1999(1) (5) 12/15/2009 Common Stock 17,980 4.9 D
Stock Option (right to buy) granted on December 16, 1999(1) (5) 12/15/2009 Common Stock 8,990 4.9 D
Stock Option (right to buy) granted on November 4, 2004(6) (7) 11/03/2011 Common Stock 25,000 1.36 D
Stock Option (right to buy) granted on November 1, 2005(6) (8) 10/31/2012 Common Stock 35,000 1.57 D
Explanation of Responses:
1. This option was granted by Modus Media, Inc on grant date shown and assumed by the issuer in connection with the acquisition of Modus Media, Inc. on August 2, 2004.
2. Option vests and becomes exercisable as to all of the remaining shares on October 29, 2006.
3. Option vests and becomes exercisable as to 893 shares on May 10, 2006 and as to 447 shares on May 10, 2007.
4. Option vests and becomes exercisable as to 446 shares on May 10, 2006 and as to 224 shares on May 10, 2007.
5. Option is vested and exercisable as to all of the shares.
6. Granted pursuant to CMGI's 2002 Non-Officer Employee Stock Incentive Plan.
7. Option vested and became exercisable as to 25% on the first anniversary of the date of grant and the remainder vests and becomes exercisable in 36 equal monthly installments.
8. Option vests and becomes exercisable as to 25% on the first anniversary of the date of grant and the remainder vests and becomes exercisable in 36 equal monthly installments.
/s/ Thomas B. Rosedale (Pursuant to Power of Attorney) 04/19/2006
** 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 5 (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.
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CMGI, Inc.

LIMITED POWER OF ATTORNEY


	This statement confirms that the undersigned has
authorized and designated each of Peter L. Gray and
Thomas B. Rosedale his attorneys-in-fact to (i) prepare,
execute and file on behalf of the undersigned Form ID or
any other necessary documents or forms in order to obtain
access codes (including, without limitation, CIK and CCC
codes) for the undersigned to permit filing on EDGAR, and
(ii) prepare, execute and file on behalf of the undersigned
all Forms 3, 4 and 5 (including any amendments thereto) that
the undersigned may be required to file with the U.S. Securities
and Exchange Commission as a result of the undersigned's
ownership of or transactions in securities of CMGI, Inc.
The authority of such attorneys under this Power of Attorney
shall continue until the undersigned is no longer required to
file Forms 3, 4 and 5 with regard to the undersigned's ownership
of or transactions in securities of CMGI, Inc., unless earlier
revoked in writing.  The undersigned acknowledges that such
attorneys are not assuming any of the undersigned's responsibilities
to comply with the requirements of Section 16 of the Securities
Exchange Act of 1934, as amended, or any of the undersigned's
liabilities for failure to comply with such requirements.


Date: April 17, 2006
					/s/: Mark J. Kelly
					--------------------
					Name:  Mark J. Kelly