Edgar Filing: FRANKLIN ELECTRONIC PUBLISHERS 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SIMONS JAMES H

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN ELECTRONIC PUBLISHERS INC [FEP]

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)

800 THIRD AVE

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2009

(Street)

NEW YORK, NY 10022

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, $0.01 par value	11/18/2009		M		21,429	A	$ 1.4	431,429	D
Common Stock, $0.01 par value	11/18/2009		F		12,195	D	$ 2.46	419,234	D
Common Stock, $0.01 par value	11/18/2009		M		18,405	A	$ 1.63	437,639	D
Common Stock, $0.01 par value	11/18/2009		F		12,195	D	$ 2.46	425,444	D
Common Stock, $0.01 par value	11/18/2009		M		14,285	A	$ 2.1	439,729	D
Common Stock, $0.01 par value	11/18/2009		F		12,194	D	$ 2.46	427,535	D
Common Stock, $0.01 par value	11/18/2009		M		33,708	A	$ 0.89	461,243	D
Common Stock, $0.01 par value	11/18/2009		F		12,195	D	$ 2.46	449,048	D
Common Stock, $0.01 par value								1,684,640	I	By Bermuda Trust Company Limited ⁽¹⁾
Common Stock, $0.01 par value								4,701	I	Held by Dr. Simons' child ⁽²⁾
Common Stock, $0.01 par value								4,701	I	Held by Dr. Simons as custodian ⁽³⁾
Common Stock, $0.01 par value								4,701	I	Held by Dr. Simons as administrator ⁽⁴⁾
Common Stock, $0.01 par value								850	I	Held by Dr. Simons' wife ⁽⁵⁾
Common Stock, $0.01 par value								2,001	I	Held by Dr. Simons' child ⁽⁶⁾
Common Stock, $0.01 par value								53	I	Held by Renaissance Ventures Ltd. ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

Options (right to buy)

$ 1.4

11/18/2009

21,429

06/02/2002

01/02/2012

Common Stock, par value $0.01 per share

21,429

$ 0

Options (right to buy)

$ 1.63

11/18/2009

18,405

06/03/2003

01/03/2013

Common Stock, par value $0.01 per share

18,405

$ 0

Options (right to buy)

$ 2.1

11/18/2009

14,285

06/03/2007

01/03/2017

Common Stock, par value $0.01 per share

14,285

$ 0

Options (right to buy)

$ 0.89

11/18/2009

33,708

06/02/2009

01/02/2019

Common Stock, par value $0.01 per share

33,708

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SIMONS JAMES H 800 THIRD AVE NEW YORK, NY 10022	X

Signatures

/s/ James Simons		11/20/2009
^**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 Shares are held by Bermuda Trust Company Limited, as Trustee of the Lord Jim Trust, a trust created under the laws of the Islands of Bermuda (the "Trust"). The principal beneficiaries of the Trust are Dr. Simons and his parents and children.
(2)	These shares are held directly by Dr. Simons' child, Nathaniel Simons. Dr. Simons disclaims beneficial ownership of these shares for purposes of Section 16 of the Securities Exchange Act of 1934.
(3)	These shares are held directly by Dr. Simons' child, Audrey Simons. Dr. Simons disclaims beneficial ownership of these shares for the purposes of Section 16 of the Securities Exchange Act of 1934.
(4)	These shares are held directly by Dr. Simons as administrator of the estate of Nicholas Simons.
(5)	These shares are held directly by Dr. Simons' wife. Dr. Simons disclaims beneficial ownership of these shares for puposes of Section 16 of the Securities Exchange Act of 1934.
(6)	These shares are held directly by Dr. Simons' child, Elizabeth Simons. Dr. Simons disclaims beneficial ownership of these shares for the purposes of Section 16 of the Securities Exchange Act of 1934.
(7)	These shares are held by Renaissance Ventures Ltd., a New York corporation of which Dr. Simons is the sole shareholder.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.