Edgar Filing: VERTICALNET 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 ^*

LENTZ NATHANAEL V

2. Issuer Name and Ticker or Trading Symbol
VERTICALNET INC [VERT]

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

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

(Last)

(First)

(Middle)

400 CHESTER FIELD PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2008

(Street)

MALVERN, PA 19355

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)
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	01/25/2008	01/25/2008	D⁽¹⁾		4,679	D	$ 2.56	0	D
Preferred Stock	01/25/2008	01/25/2008	D⁽²⁾		200,000	D	$ 0.2688	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Common Stock Option

$ 20,055.5

01/25/2008

D⁽³⁾

07/06/2001

07/06/2010

Common Stock

$ 2.56

Common Stock Option

$ 1,086.4

01/25/2008

D⁽³⁾

03/16/2002

03/16/2011

Common Stock

$ 2.56

Common Stock Option

$ 56

01/25/2008

D⁽³⁾

1,462

06/23/2004

06/23/2013

Common Stock

1,462

$ 2.56

Common Stock Option

$ 167.44

01/25/2008

D⁽³⁾

1,366

02/10/2005

02/10/2014

Common Stock

1,366

$ 2.56

Common Stock Option

$ 44.8

01/25/2008

D⁽³⁾

1,340

04/29/2004

04/29/2013

Common Stock

1,340

$ 2.56

Common Stock Option

$ 77.28

01/25/2008

D⁽³⁾

1,228

03/02/2006

03/02/2015

Common Stock

1,228

$ 2.56

Common Stock Option

$ 24.08

01/25/2008

D⁽³⁾

1,228

11/10/2006

11/10/2015

Common Stock

1,228

$ 2.56

Common Stock Option

$ 61.6

01/25/2008

D⁽³⁾

1,786

09/03/2003

09/03/2012

Common Stock

1,786

$ 2.56

Common Stock Option

$ 67.2

01/25/2008

D⁽³⁾

680

02/10/2005

02/10/2014

Common Stock

680

$ 2.56

Common Stock Option

$ 1,086.4

01/25/2008

D⁽³⁾

536

03/16/2002

03/16/2011

Common Stock

536

$ 2.56

Common Stock Option

$ 26.32

01/25/2008

D⁽³⁾

530

10/28/2004

10/28/2013

Common Stock

530

$ 2.56

Common Stock Option

$ 28.56

01/25/2008

D⁽³⁾

493

09/04/2004

09/04/2013

Common Stock

493

$ 2.56

Common Stock Option

$ 20,055

01/25/2008

D⁽³⁾

511

07/06/2001

07/06/2010

Common Stock

511

$ 2.56

Common Stock Option

$ 17.92

01/25/2008

D⁽³⁾

461

04/29/2004

04/26/2013

Common Stock

461

$ 2.56

Common Stock Option

$ 33.6

01/25/2008

D⁽³⁾

320

06/23/2004

06/23/2013

Common Stock

320

$ 2.56

Restricted Stock Units

$ 0.56

01/25/2008

D⁽⁴⁾

2,210

03/01/2007

03/01/2016

Common Stock

2,210

$ 2.56

Restricted Stock Units

$ 0.56

01/25/2008

D⁽⁴⁾

614

05/05/2006

05/05/2015

Common Stock

614

$ 2.56

Restricted Stock Units

$ 0.56

01/25/2008

D⁽⁴⁾

614

09/08/2006

09/08/2015

Common Stock

614

$ 2.56

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LENTZ NATHANAEL V 400 CHESTER FIELD PARKWAY MALVERN, PA 19355	X		President and CEO

Signatures

Christopher G. Kuhn, power of attorney		01/29/2008
^**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)	These securities were disposed of on January 25, 2008, by BravoSolution U.S.A., Inc., a Pennsylvania corporation ("MergerSub"), and a wholly-owned subsidiary of BravoSolution S.p.A., a corporation organized under the laws of Italy ("Parent"), through a merger (the "Merger") with and into the Issuer, under an Agreement and Plan of Merger, dated October 25, 2007, among Parent, MergerSub and the Issuer (the "Merger Agreement"). Under the terms of the Merger Agreement, the Issuer's shareholders, including the reporting person, are receiving $2.56 in cash for each share of the Issuer's common stock held prior to the Merger. Following the Merger, the Issuer became a wholly-owned subsidiary of Parent.
(2)	These securities were disposed of on January 25, 2008, by BravoSolution U.S.A., Inc., a Pennsylvania corporation ("MergerSub"), and a wholly-owned subsidiary of BravoSolution S.p.A., a corporation organized under the laws of Italy ("Parent"), through a merger (the "Merger") with and into the Issuer, under an Agreement and Plan of Merger, dated October 25, 2007, among Parent, MergerSub and the Issuer (the "Merger Agreement"). Under the terms of the Merger Agreement, the holders of the Issuer's Series B Preferred Stock that are members of the Issuer's Board of Directors and management, including the reporting person, are receiving $0.26875 in cash for each share of the Issuer's Series B Preferred Stock held prior to the Merger. Following the Merger, the Issuer became a wholly-owned subsidiary of Parent.
(3)	Under the terms of the Merger Agreement, each option to acquire shares of the Issuer's common stock outstanding immediately prior to the effective time of the Merger held by the reporting person has been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount, if any, in cash without interest and less any required withholding tax, equal to the number of shares of the Issuer's common stock subject to the option multiplied by the excess, if any, of $2.56 per share (the amount per share to be received by the Issuer's shareholders in connection with Merger) less the exercise price per share of such option. The exercise price of all outstanding options to purchase shares of the Issuer's common stock, including the options held by the reporting person, exceeds $2.56 per share. Thus, there will be no payments made by the Issuer with respect to such securities.
(4)	Under the terms of the Merger Agreement, each restricted stock unit of the Issuer outstanding immediately prior to the effective time of the Merger held by the reporting person has been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount, if any, in cash without interest and less any required withholding tax, equal to the number of shares of the Issuer's common stock subject to the restricted stock unit multiplied by the excess, if any, of $2.56 per share (the amount per share to be received by the Issuer's shareholders in connection with Merger) less the exercise price of such restricted stock unit.

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