Sec Form 4 Filing - Meredith Shawn @ HSW International, Inc. - 2011-02-25

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 Meredith Shawn 2. Issuer Name and Ticker or Trading Symbol HSW International, Inc. [ HSWI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) HSW INTERNATIONAL, INC., 3280 PEACHTREE ROAD, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2011 (Street) ATLANTA, GA30305 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/25/2011 A 5,000 ( 1 ) A $ 0 5,102 ( 2 ) 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 (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 Stock Option (Right to Buy) $ 2.88 02/25/2011 A 15,000 ( 3 ) 02/25/2021 Common Stock 15,000 $ 0 15,000 D Nonqualified Stock Option (Right to Buy) $ 38 ( 4 ) ( 5 ) 05/28/2018 Common Stock 2,500 2,500 ( 4 ) D Stock Option (Right to Buy) $ 32.5 ( 6 ) ( 7 ) 08/12/2018 Common Stock 2,500 2,500 ( 6 ) D Stock Option (Right to Buy) $ 3.85 ( 8 ) ( 9 ) 11/20/2019 Common Stock 22,500 22,500 ( 8 ) D Stock Option (Right to Buy) $ 32.5 ( 10 ) 01/31/2009 08/12/2018 Common Stock 334 334 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meredith Shawn HSW INTERNATIONAL, INC. 3280 PEACHTREE ROAD, SUITE 600 ATLANTA, GA30305 Chief Financial Officer Signatures /s/ Bradley Zimmer, by Power of Attorney 03/01/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock award in accordance with the 2010 Executive Management Plan. These shares vested in full upon the grant. ( 2 )On February 16, 2010, the Company conducted a 10-for-1 reverse split of its common stock resulting in an adjustment to the reporting person's ownership. ( 3 )The options will vest in 24 equal monthly installments commencing on March 25, 2011. ( 4 )This option was previously reported as covering 25,000 shares at an exercise price of $3.80, but was adjusted to reflect the reverse stock split that occurred on February 16, 2010. ( 5 )The options will vest one-third annually beginning May 28, 2009. ( 6 )The option was previously reported as covering 25,000 shares at an exercise price of $3.25 per share, but was adjusted to reflect the reverse stock split that occurred on February 16, 2010. ( 7 )The options will vest one-third annually beginning on August 12, 2009. ( 8 )This option was previously reported as covering 225,000 shares at an exercise price of $0.385 per share, but was adjusted to reflect the reverse stock split that occurred on February 16, 2010. ( 9 )2500 options vested immediately. The remainder vest in equal amounts quarterly over the next three years. ( 10 )This option was previously reported as covering 3340 shares at an exercise price of $3.25 per share, but was adjusted to reflect the reverse stock split that occurred on February 16, 2010.

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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