Edgar Filing: ION NETWORKS 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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MARXE AUSTIN W & GREENHOUSE DAVID M

2. Issuer Name and Ticker or Trading Symbol
ION NETWORKS INC [IONN]

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

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

(Last)

(First)

(Middle)

C/O SPECIAL SITUATIONS FUNDS, 527 MADISON AVENUE, SUITE 2600

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2005

(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	12/31/2005		P		35,000 ⁽¹⁾ ⁽²⁾	A	$ 0.15 ⁽¹⁾ ⁽²⁾	3,325,247 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽²⁾	By Limited Partnerships ⁽¹⁾ ⁽²⁾
Common Stock	12/31/2005		J⁽¹⁾⁽²⁾		3,401,250 ⁽¹⁾ ⁽²⁾	A	$ 0 ⁽¹⁾ ⁽²⁾	6,726,597 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽²⁾	By Limited Partnerships ⁽¹⁾ ⁽²⁾

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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

Warrant

$ 0.95

12/31/2005

J⁽¹⁾⁽²⁾

539,325 ⁽¹⁾ ⁽²⁾

02/14/2002

02/14/2007

Common Stock

539,325 ⁽¹⁾ ⁽²⁾

$ 0 ⁽¹⁾ ⁽²⁾

1,072,725 ⁽¹⁾ ⁽²⁾

I ⁽¹⁾ ⁽²⁾

By Limited Partnerships ⁽¹⁾ ⁽²⁾

Warrant

$ 0.23

12/31/2005

J⁽¹⁾⁽²⁾

1,054,615 ⁽¹⁾ ⁽²⁾

03/31/2005

03/31/2010

Common Stock

1,054,615 ⁽¹⁾ ⁽²⁾

$ 0 ⁽¹⁾ ⁽²⁾

2,113,439 ⁽¹⁾ ⁽²⁾

I ⁽¹⁾ ⁽²⁾

By Limited Partnerships ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARXE AUSTIN W & GREENHOUSE DAVID M C/O SPECIAL SITUATIONS FUNDS 527 MADISON AVENUE, SUITE 2600 NEW YORK, NY 10022		X

Signatures

/s/ Austin W. Marxe		01/04/2006
^**Signature of Reporting Person		Date
/s/ David M. Greenhouse		01/04/2006
^**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 is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Cayman Fund, L.P. (Cayman), Special Situations Private Equity Fund, LP (PE), Special Situations Technology Fund, L.P. (Tech), Special Situations Technology II, L.P. (Tech II) and Special Situations Fund III QP, L.P. (QP), respectively. 1,292,147 shares of Common Stock and 604,324 Wts are held by Cayman, 1,390,253 shares of Common Stock and 666,476 Wts are held by PE, 100,821 shares of Common Stock and 50,780 Wts are held by Tech, 542,126 shares of Common Stock and 270,644 Wts are held by Tech II and 3,401,250 shares of Common Stock and 1,593,940 Wts are held by QP.
(2)	Pursuant to that certain Exchange Tender Offer described in the Schedule TO-I of Special Situations Fund III, L.P. (SSF III), as filed by SSF III with the Securities and Exchange Commission on November 17, 2005, SSF III transferred the securities included in this Form 4 to QP on December 31, 2005. The interest of each of Marxe and Greenhouse in the shares of Common Stock owned by Cayman, PE, Tech, Tech II and QP is limited to the extent of his pecuniary interest.

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