SCIENTIFIC LEARNING CORP Form 4 Filed 2014-03-12

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

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 ^*

THOMAS JEFFREY D

2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC LEARNING CORP [SCIL]

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)

C/O SCIENTIFIC LEARNING CORPORATION, 300 FRANK H. OGAWA PLAZA, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2014

(Street)

OAKLAND, CA 94612-2040

(City)

(State)

(Zip)

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

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)
			Code	V	Amount	(A) or (D)	Price

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 Securities Underlying Derivative Security (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

Restricted Stock Unit

⁽¹⁾

01/01/2014

1,875

⁽¹⁾

Common Stock

1,875

$ 0

1,875

Nonqualified Stock Option (Right to Buy)

$0.2351

01/01/2014

3,750

⁽²⁾

12/31/2023

Common Stock

3,750

$ 0

3,750

Explanation of Responses:

On January 1, 2014, the reporting person received 1,875 restricted stock units under the Issuer's 1999 Equity Incentive Plan. The restricted stock units will vest in six equal installments over a three year period, at approximately six-month intervals, on the Company's regular RSU vesting dates, provided that no options shall vest after the director's service as a non-employee member of the Board ends. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

Option granted on January 1, 2014 pursuant to the Issuer's 1999 Equity Incentive Plan. The option, representing a right to purchase 3,750 shares, will vest over a three year period, with the vesting period commencing upon grant, in equal monthly installments, provided that no options shall vest after the director's service as a non-employee member of the Board ends.

	Signatures
	/s/ Christopher J. Brookhart, attorney-in-fact for Jeffrey D. Thomas	03/12/2014
	** Signature of Reporting Person	Date
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