Edgar Filing: UCN INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BARNETT STEVE M

2. Issuer Name and Ticker or Trading Symbol
UCN INC [UCNN]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

666 DUNDEE ROAD STE 1704

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2008

(Street)

NORTHBROOK, IL 60062

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/05/2008		A		60,000	A	$ 0	438,300	D

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Options

$ 3.05

11/05/2008

D⁽¹⁾

15,000

⁽¹⁾

01/14/2009

Common Stock

15,000

⁽¹⁾

Employee Stock Options

$ 3.05

11/05/2008

A⁽¹⁾

15,000

⁽¹⁾

11/05/2013

Common Stock

15,000

⁽¹⁾

15,000

Employee Stock Options

$ 2.65

11/05/2008

D⁽²⁾

5,000

⁽²⁾

01/12/2010

Common Stock

5,000

⁽²⁾

Employee Stock Options

$ 2.65

11/05/2008

A⁽²⁾

5,000

⁽²⁾

11/05/2013

Common Stock

5,000

⁽²⁾

5,000

Employee Stock Options

$ 2

11/05/2008

D⁽³⁾

27,500

⁽³⁾

11/08/2010

Common Stock

27,500

⁽³⁾

Employee Stock Options

$ 2

11/05/2008

A⁽³⁾

27,500

⁽³⁾

11/05/2013

Common Stock

27,500

⁽³⁾

27,500

Employee Stock Options

$ 3.11

11/05/2008

D⁽⁴⁾

27,500

⁽⁴⁾

11/07/2011

Common Stock

27,500

⁽⁴⁾

Employee Stock Options

$ 3.11

11/05/2008

A⁽⁴⁾

27,500

⁽⁴⁾

11/05/2013

Common Stock

27,500

⁽⁴⁾

27,500

Employee Stock Options

$ 4.57

11/05/2008

D⁽⁵⁾

35,000

⁽⁵⁾

11/07/2012

Common Stock

35,000

⁽⁵⁾

Employee Stock Options

$ 4.57

11/05/2008

A⁽⁵⁾

35,000

⁽⁵⁾

11/05/2013

Common Stock

35,000

⁽⁵⁾

35,000

Employee Stock Options

$ 4.57

11/05/2008

D⁽⁶⁾

25,000

⁽⁶⁾

11/26/2012

Common Stock

25,000

⁽⁶⁾

Employee Stock Options

$ 4.57

11/05/2008

A⁽⁶⁾

25,000

⁽⁶⁾

11/05/2013

Common Stock

25,000

⁽⁶⁾

25,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARNETT STEVE M 666 DUNDEE ROAD STE 1704 NORTHBROOK, IL 60062	X

Signatures

/s/ Steve Barnett		11/07/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 14, 2004 and provides was immediately vested at grant date.
(2)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 12, 2005 and provides was immediately vested at grant date.
(3)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on November 8, 2005 and 2,292 options vested one month after grant date while the remaining 25,208 options vested one year after grant date.
(4)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on November 7, 2006 and fully vested one year from grant date.
(5)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on November 6, 2007 and fully vested one year from grant date.
(6)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on November 26, 2007 and fully vested one year from grant date.

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