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*
Kelly Mark

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

(Street)
WALTHAM MA 02451

(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 10% Owner
X Officer (give title below) Other (specify below)
Pres. Americas Bus. Unit, ML
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2007
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 06/08/2007 M 5,585 A $0.56 0 D
Common Stock 06/08/2007 M 16,145 A $1.36 0 D
Common Stock 06/08/2007 M 13,854 A $1.57 0 D
Common Stock 06/08/2007 M 54,166 A $1.48 0 D
Common Stock 06/08/2007 S 89,750 D $2.14 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) granted on October 29, 2001(1) $0.56 06/08/2007 M 894 (2) 10/28/2011 Common Stock 894 $0 0 D
Stock Option (right to buy) granted on October 29, 2001(1) $0.56 06/08/2007 M 894 (2) 10/28/2011 Common Stock 894 $0 0 D
Stock Option (right to buy) granted on October 29, 2001(1) $0.56 06/08/2007 M 447 (2) 10/28/2011 Common Stock 447 $0 0 D
Stock Option (right to buy) granted on May 10, 2002(1) $0.56 06/08/2007 M 1,340 (3) 05/09/2012 Common Stock 1,340 $0 0 D
Stock Option (right to buy) granted on May 10, 2002(1) $0.56 06/08/2007 M 1,340 (3) 05/09/2012 Common Stock 1,340 $0 0 D
Stock Option (right to buy) granted on May 10, 2002(1) $0.56 06/08/2007 M 670 (4) 05/09/2012 Common Stock 670 $0 0 D
Stock Option (right to buy) granted on November 4, 2004 $1.36 06/08/2007 M 16,145 (5) 11/03/2011 Common Stock 25,000 $0 8,855 D
Stock Option (right to buy) granted on November 1, 2005 $1.57 06/08/2007 M 13,854 (5) 10/31/2012 Common Stock 35,000 $0 21,146 D
Stock Option (right to buy) granted on April 17, 2006 $1.48 06/08/2007 M 54,166 (5) 04/16/2013 Common Stock 200,000 $0 145,834 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 vested and became exercisable as to all of the shares on October 29, 2006.
3. Option vested and became exercisable as to 893 shares on May 10, 2006 and as to 447 shares on May 10, 2007.
4. Option vested and became exercisable as to 446 shares on May 10, 2006 and as to 224 shares on May 10, 2007.
5. Option vested and became exercisable as to 25% of the shares 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) 06/12/2007
** 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.
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