Sec Form 4 Filing - KEIPER WILLIAM @ COMMUNICATION INTELLIGENCE CORP - 2011-08-11

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 KEIPER WILLIAM 2. Issuer Name and Ticker or Trading Symbol COMMUNICATION INTELLIGENCE CORP [ CICI.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) COMMUNICATION INTELLIGENCE CORPORATION, 275 SHORELINE DR, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2011 (Street) REDWOOD CITY, CA94065 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

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 Seriec C Participating Convertible Preferred Stock $ 0.0225 08/11/2011 P( 3 )( 4 ) 97,500 ( 1 ) ( 2 ) Common Stock 4,333,333 $ 1 97,500 I ( 5 ) See Footnote ( 5 ) Warrant (Right to buy) $ 0.0225 08/11/2011 J( 3 )( 4 ) 4,333,333 08/11/2011 08/11/2014 Common Stock 4,333,333 ( 3 ) ( 4 ) $ 0.0225 4,333,333 I ( 5 ) See Footnote ( 5 ) Stock Options ( 6 ) $ 0.025 08/11/2011 A 8,000,000 ( 7 ) 08/11/2014 Common Stock 8,000,000 $ 0.025 8,000,000 I See Footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KEIPER WILLIAM COMMUNICATION INTELLIGENCE CORPORATION 275 SHORELINE DR, SUITE 500 REDWOOD CITY, CA94065 President Signatures William Keiper 11/04/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series C Participating Convertible Preferred Stock of Communication Intelligence Corp. (the "Issuer"), par value $0.01 per share (the "Series C Preferred Stock"), is convertible at any time, at the holder's election, into shares of Common Stock at a conversion price of $0.0225 per share, subject to adjustment for stock dividends, splits, combinations and similar events. ( 2 )Each share of Series C Preferred Stock shall automatically convert into shares of Common Stock at the then applicable conversion rate upon the written consent of the holders of a majority of the then outstanding shares of Series C Preferred Stock. ( 3 )On March 7, 2011, the Issuer entered into Amendment No. 1 to the Advisory Agreement (the "Agreement") dated December 7, 2010 between the issuer and FirstGlobal Partners LLC ("FirstGlobal"). Mr. Keiper is the managing member of FirstGlobal. Under the terms of Amendment No. 1, the Issuer is obligated to issue to FirstGlobal Partners (1) an aggregate of 7,500 shares of Series C Preferred Stock for each week of advisory services provided under the terms of Amendment No. 1, and (2) warrants to purchase a number of shares of the Issuer's Common Stock equal to the total number of shares of Series C Preferred Stock issued to FirstGlobal Partners divided by 0.0225, at an exercise price of $0.0225 per share. On August 11, 2011, the Issuer issued to FirstGlobal Partners (1) an aggregate of 97,500 shares of Series C Preferred Stock for 13 weeks of advisory services provided by FirstGlobal Partners under Amendment No. 1, and (2) warrants to purchase 4,333,333 shares of common stock. ( 4 )The Series C Preferred Stock issued to FirstGlobal Partners pursuant to the terms of Amendment No. 1 is convertible at any time, at the holder's election, into shares of Common Stock at a conversion price of $0.0225 per share, subject to adjustment for stock dividends, splits, combinations and similar events. On August 11, 2011, FirstGlobal Partners was issued 97,500 shares of Series C Preferred Stock, which shares of Series C Preferred Stock are initially convertible into 4,333,333 shares of Common Stock, and was issued warrants to purchase 4,333,333 shares of Common Stock. ( 5 )The securities acquired by FirstGlobal Partners may be deemed to be indirectly beneficially owned by Mr. Keiper, the managing member of FirstGlobal Partners. This filing shall not be deemed as an admission by Mr. Keiper that Mr. Keiper is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Mr. Keiper disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest, if any, therein. ( 6 )Stock Option Grant. ( 7 )Stock options vest monthly over 24 months.

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