Sec Form 4 Filing - Trigran Investments, Inc. @ SCIENTIFIC LEARNING CORP - 2013-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Trigran Investments, Inc. 2. Issuer Name and Ticker or Trading Symbol SCIENTIFIC LEARNING CORP [ SCIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 630 DUNDEE ROAD, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2013 (Street) NORTHBROOK, IL60062 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/31/2013 S( 1 ) 643,000 D $ 0.15 3,114,063 I See Footnote ( 3 ) Common Stock 12/31/2013 S( 2 ) 357,000 D $ 0.15 1,712,132 I See Footnote ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Trigran Investments, Inc. 630 DUNDEE ROAD, SUITE 230 NORTHBROOK, IL60062 X TRIGRAN INVESTMENTS LP 630 DUNDEE ROAD, SUITE 230 NORTHBROOK, IL60062 X TRIGRAN INVESTMENTS LP II 630 DUNDEE ROAD, SUITE 230 NORTHBROOK, IL60062 X Oberman Lawrence A 630 DUNDEE ROAD, SUITE 230 NORTHBROOK, IL60062 X GRANAT DOUGLAS 630 DUNDEE ROAD, SUITE 230 NORTHBROOK, IL60062 X Simon Steven G. 630 DUNDEE ROAD, SUITE 230 NORTHBROOK, IL60062 X Signatures /s/ Lawrence A. Oberman*** 01/02/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Trigran Investments, L.P. sold 643,000 shares on December 31, 2013, at a price of $0.15 per share. ( 2 )Trigran Investments, L.P. II sold 357,000 shares on December 31, 2013, at a price of $0.15 per share. ( 3 )The Common Stock reported herein is held as follows: 3,114,063 shares held by Trigran Investments, L.P. and 1,712,132 shares held by Trigran Investments, L.P. II after the sales identified in this report. Trigran Investments, Inc. is the general partner of Trigran Investments, L.P. and Trigran Investments, L.P. II. Douglas Granat, Lawrence A. Oberman and Steven G. Simon are controlling shareholders and directors of Trigran Investments, Inc. Each reporting person disclaims beneficial ownership of any securities reported herein except to the extent of its pecuniary interest therein. Each reporting person has the same address listed above for Trigran Investments, Inc., the designated filer.

Remarks: *** As Executive Vice President and Director of Trigran Investments, Inc., the General Partner of Trigran Investments, L.P. and Trigran Investments, L.P. II, individually, and as attorney-in-fact on behalf of Douglas Granat and Steven G. Simon.

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).

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