SEC Info - Nouri Dennis Michael - ‘4’ for 10/10/06 re: MobileSmith, Inc.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Nouri Dennis Michael

(Last)

(First)

(Middle)

2530 MERIDAN PARKWAY

(Street)

DURHAM

27713

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMART ONLINE INC [ SOLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/10/06

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/10/06 ⁽¹⁾		S		87,043	D	$1.5176	0	I	See fn. ⁽²⁾
Common Stock	10/10/06 ⁽¹⁾		S		160,000	D	$1.5176	1,262,015.77	D
Common Stock	1/19/07		S		192,000 ⁽³⁾	D	⁽⁴⁾	1,070,015.77	D
Common Stock	1/19/07		S		216,175 ⁽³⁾	D	⁽⁵⁾	853,840.77	D
Common Stock	1/19/07		S		57,328 ⁽³⁾	D	⁽⁶⁾	796,512.77	D
Common Stock	1/19/07		S		56,206 ⁽³⁾	D	⁽⁷⁾	740,306.77	D
Common Stock	1/19/07		S		900 ⁽⁸⁾	D	$3	739,406.77	D
Common Stock	1/19/07		S		900 ⁽⁸⁾	D	$3	264,731	I	By spouse.
Common Stock								16,500	I	See fn. ⁽⁹⁾
Common Stock								6,500	I	See fn. ⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) The agreement to sell these shares was made on October 10, 2006. Consideration paid for the shares was made in installments over a period of time and the agreement included certain closing conditions, including the dissolution of American Investment Holding Group Company (which was fifty percent (50%) owned by Dennis Michael Nouri) and Smart Online, Inc. entering into a registration rights agreement with the purchaser. The last of these conditions was satisfied on January 19, 2007.

(2) These shares were held by Charter Holdings, LLC, which is wholly owned by Dennis Michael Nouri.

(3) These shares were transferred pursuant to a note cancellation agreement that was approved by the Smart Online, Inc. board of directors on October 9, 2006. The note being cancelled under this agreement was made in 2005.

(4) Under the terms of the note cancellation agreement, a total of $809,736.49 in principal and interest was cancelled.

(5) Under the terms of the note cancellation agreement, a total of $324,063.49 in principal and interest was cancelled.

(6) Under the terms of the note cancellation agreement, a total of $87,261.40 in principal and interest was cancelled.

(7) Under the terms of the note cancellation agreement, a total of $85,117.28 in principal and interest was cancelled.

(8) These shares were sold pursuant to a Rule 10b5-1 trading plan entered into prior to the date of the transaction.

(9) Shares held by Dennis Michael Nouri as trustee for Leon Sokolic.

(10) Shares held by Dennis Michael Nouri as trustee for Moshe DaBush.

	/s/ Dennis Michael Nouri	1/23/07
	** 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.
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.

____________ Transaction Code:
S	Open market or private sale of non-derivative or derivative security.

Nouri Dennis Michael – ‘4’ for 10/10/06 re: MobileSmith, Inc.

On: Tuesday, 1/23/07, at 6:40pm ET · For: 10/10/06 · As: Director, Officer and 10% Owner · Accession #: 1113513-7-8 · File #: 1-32634

Previous ‘4’: ‘4/A’ on 1/17/07 for 1/12/07 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Nouri Dennis Michael – ‘4’ for 10/10/06 re: MobileSmith, Inc.

On: Tuesday, 1/23/07, at 6:40pm ET · For: 10/10/06 · As: Director, Officer and 10% Owner · Accession #: 1113513-7-8 · File #: 1-32634

Previous ‘4’: ‘4/A’ on 1/17/07 for 1/12/07 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents