Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
KUMARESAN SWAMI
2. Issuer Name and Ticker or Trading Symbol
Carbonite Inc [CARB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, New Ventures
(Last)
(First)
(Middle)

C/O CARBONITE, INC., 177 HUNTINGTON AVENUE
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(Street)


BOSTON, MA 02115
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             63,268 D  

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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 0.66           08/09/2011 01/29/2017 Common Stock
1,407
  1,407
D
 
Stock Option (right to buy) $ 1.26           02/14/2011 02/14/2018 Common Stock
11,719
  11,719
D
 
Stock Option (right to buy) $ 1.31             (1) 02/26/2019 Common Stock
20,250
  20,250
D
 
Stock Option (right to buy) $ 2.64             (2) 11/14/2019 Common Stock
37,500
  37,500
D
 
Stock Option (right to buy) $ 2.64             (3) 11/14/2019 Common Stock
18,750
  18,750
D
 
Stock Option (right to buy) $ 2.64           08/09/2011 11/14/2019 Common Stock
11,601
  11,601
D
 
Stock Option (right to buy) $ 12.88             (4) 12/15/2021 Common Stock
80,000
  80,000
D
 
Stock Option (right to buy) $ 10.26             (5) 01/24/2022 Common Stock
50,000
  50,000
D
 
Stock Option (right to buy) $ 6.63             (6) 10/17/2022 Common Stock
40,000
  40,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KUMARESAN SWAMI
C/O CARBONITE, INC.
177 HUNTINGTON AVENUE
BOSTON, MA 02115
      EVP, New Ventures  

Signatures

/s/ Danielle Sheer, by power of attorney 02/12/2012
**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) This option was exercisable as to 18,000 shares of common stock as of December 31, 2012 and becomes exercisable as to the remaining underlying shares of common stock on February 26, 2013.
(2) This option was exercisable as to 28,126 shares of common stock as of December 31, 2012 and becomes exercisable as to the remaining underlying shares of common stock in 4 equal quarterly installments beginning on February 14, 2013.
(3) This option was exercisable as to 8,037 shares of common stock as of December 31, 2012 and becomes exercisable as to the remaining underlying shares of common stock in 8 equal quarterly installments beginning on February 14, 2013.
(4) This option was exercisable as to 24,000 shares of common stock on December 31, 2012; becomes exercisable as to 6,000 shares of common stock on each of March 15, 2013, June 15, 2013, September 15, 2013, and December 15, 2013; and becomes exercisable as to 8,000 shares of common stock on each of March 15, 2014, June 15, 2014, September 15, 2014, and December 15, 2014.
(5) This option was exercisable as to 9,375 shares of common stock as of December 31, 2012 and becomes exercisable as to the remaining underlying shares of common stock in 13 equal quarterly installments beginning on January 26, 2013.
(6) This option becomes exercisable in 16 equal quarterly installments beginning on January 17, 2013.
 
Remarks:
This ownership report is filed to reflect that the reporting person no longer has any beneficial ownership interest in certain securities previously reported as beneficially owned.

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

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