SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

ZAHNOW STEVEN C

(Last)

(First)

(Middle)

C/O ARTISOFT, INC.

5 CAMBRIDGE CENTER

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2003

3. Issuer Name and Ticker or Trading Symbol
ARTISOFT INC [ ASFT ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,000	D
Common Stock	32	I	By children
Common Stock	100,000	I	By limited partnership ^{( 1 )}
Common Stock	20,000	I	By limited liability company ^{( 2 )}

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	09/12/2003	^{( 3 )}	Common Stock	1,400,000 ^{( 4 )}	0 ^{( 3 )}	I	See Footnote ^{( 4 )}
Common Stock	09/12/2003	06/26/2010	Common Stock	1,400,000 ^{( 4 )}	1.88	I	See Footnote ^{( 4 )}

Explanation of Responses:

1. Consists of 100,000 shares of Common Stock owned by Zahnow Partners, LP. Mr. Zahnow is the managing member of the general partner of Zahnow Partners, LP.

2. Consists of 20,000 shares of Common Stock owned by Pathfinder Ventures, LLC. Mr. Zahnow has voting and dispositive control over shares held by Pathfinder Ventures, LLC.

3. There is no expiration date on the conversion of Series C Convertible Preferred Stock. Subject to the conversion limitation described in Footnote 4, the Series C Convertible Preferred Stock presently converts into Common Stock on a one-for-one basis.

4. Pathfinder Ventures II, L.L.C. holds (1) 1,400,000 shares of Series C Convertible Preferred Stock and (2) warrants to purchase 1,400,000 shares of Common Stock. Mr. Zahnow is a co-manager of the managing member of Pathfinder Ventures II, L.L.C. The aggregate number of shares of Common Stock that Pathfinder Ventures II, L.L.C. may acquire upon conversion or exercise is limited to the extent necessary to ensure that, following such conversion or exercise of those securities the total number of shares of Common Stock then beneficially owned by Pathfinder Ventures II, L.L.C. or any of its affiliates, including Mr. Zahnow, does not exceed 9.999% of the total number of issued and outstanding shares of common stock after giving effect to such conversion or exercise. Therefore, as of September 24, 2003, Pathfinder Ventures II, L.L.C. beneficially owns only 270,545 shares of common stock.

	/s/ STEVEN C. ZAHNOW	10/09/2003
	** 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 5 (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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