Edgar Filing: FLOWERS JEFFRY

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 ^*

FLOWERS JEFFRY

2. Issuer Name and Ticker or Trading Symbol
Carbonite Inc [CARB]

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

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

(Last)

(First)

(Middle)

C/O CARBONITE, INC., 177 HUNTINGTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2012

(Street)

BOSTON, MA 02115

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	06/15/2012⁽¹⁾		S		3,087	D	$ 8.3822 ⁽²⁾	767,757	D
Common Stock	06/15/2012⁽¹⁾		S		82	D	$ 8.3822 ⁽²⁾	107,808	I ⁽³⁾	By Trust ⁽³⁾
Common Stock	06/15/2012⁽¹⁾		S		318	D	$ 8.3822 ⁽²⁾	117,330	I ⁽⁴⁾	By Trust ⁽⁴⁾
Common Stock	06/15/2012⁽¹⁾		S		82	D	$ 8.3822 ⁽²⁾	107,808	I ⁽⁵⁾	By Trust ⁽⁵⁾
Common Stock	06/15/2012⁽¹⁾		S		318	D	$ 8.3822 ⁽²⁾	117,330	I ⁽⁶⁾	By Trust ⁽⁶⁾
Common Stock	06/15/2012⁽¹⁾		S		112	D	$ 8.3822 ⁽²⁾	41,159	I ⁽⁷⁾	By Trust ⁽⁷⁾
Common Stock	06/15/2012⁽¹⁾		S		112	D	$ 8.3822 ⁽²⁾	41,159	I ⁽⁸⁾	By Trust ⁽⁸⁾
Common Stock	06/18/2012⁽¹⁾		S		3,087	D	$ 8.1508 ⁽⁹⁾	764,670	D
Common Stock	06/18/2012⁽¹⁾		S		82	D	$ 8.1508 ⁽⁹⁾	107,726	I ⁽³⁾	By Trust ⁽³⁾
Common Stock	06/18/2012⁽¹⁾		S		318	D	$ 8.1508 ⁽⁹⁾	117,012	I ⁽⁴⁾	By Trust ⁽⁴⁾
Common Stock	06/18/2012⁽¹⁾		S		82	D	$ 8.1508 ⁽⁹⁾	107,726	I ⁽⁵⁾	By Trust ⁽⁵⁾
Common Stock	06/18/2012⁽¹⁾		S		318	D	$ 8.1508 ⁽⁹⁾	117,012	I ⁽⁶⁾	By Trust ⁽⁶⁾
Common Stock	06/18/2012⁽¹⁾		S		112	D	$ 8.1508 ⁽⁹⁾	41,047	I ⁽⁷⁾	By Trust ⁽⁷⁾
Common Stock	06/18/2012⁽¹⁾		S		112	D	$ 8.1508 ⁽⁹⁾	41,047	I ⁽⁸⁾	By Trust ⁽⁸⁾
Common Stock								28,839	I ⁽¹⁰⁾	By Spouse ⁽¹⁰⁾

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FLOWERS JEFFRY C/O CARBONITE, INC. 177 HUNTINGTON AVENUE BOSTON, MA 02115	X		Chief Architect

Signatures

/s/ Robert Katz, by power of attorney		06/19/2012
^**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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 15, 2011.
(2)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $8.32 to $8.47, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3)	These shares are owned by the Jeffry Flowers 2009 Grantor Retained Annuity Trust No. 1. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(4)	These shares are owned by the Jeffry Flowers 2009 Grantor Retained Annuity Trust No. 2. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(5)	These shares are owned by the Laurie Flowers 2009 Grantor Retained Annuity Trust No. 1. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(6)	These shares are owned by the Laurie Flowers 2009 Grantor Retained Annuity Trust No. 2. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(7)	These shares are owned by the Jeffry Flowers 2010 Grantor Retained Annuity Trust. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(8)	These shares are owned by the Laurie Flowers 2010 Grantor Retained Annuity Trust. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(9)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $8.06 to $8.30, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(10)	These shares are owned by Laurie Flowers. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

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.