Sec Form 4 Filing - LAVINE JONATHAN S @ CMGI INC - 2004-11-15

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 LAVINE JONATHAN S 2. Issuer Name and Ticker or Trading Symbol CMGI INC [ CMGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnote (6) (Last) (First) (Middle) C/O BAIN CAPITAL, LLC, 111 HUNTINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2004 (Street) BOSTON, MA02199 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock, $0.01 par value 11/15/2004 S 312,784 D $ 1.57 19,966,800 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAVINE JONATHAN S C/O BAIN CAPITAL, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X See Footnote (6) SANKATY HIGH YIELD PARTNERS III L P 111 HUNTINGTON AVENUE BOSTON, MA02199 X SANKATY CREDIT OPPORTUNITIES LP 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCM CAPITAL PARTNERS LP 111 HUNTINGON AVENUE BOSTON, MA02199 X SANKATY HIGH YIELD PARTNERS II L P 111 HUNTINGTON AVENUE BOSTON, MA02199 X Signatures /s/ Jonathan S. Lavine 11/16/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Jonathan S. Lavine, as the sole managing member of Sankaty Investors, LLC ("SI"), SI, as the sole general partner of Bain Capital V Mezzanine Partners,L.P. ("BCMP"), and BCMP, as the sole general partner of BCM Capital Partners, L.P. ("BCM") may each be deemed to share voting and dispositive power withrespect to the 488,466 shares held by BCM. Mr. Lavine, SI and BCMP disclaim beneficial ownership of such shares except to the extent of their pecuniaryinterest therein. ( 2 )Jonathan S. Lavine, as the sole managing member of Sankaty Investors II, LLC ("SI II"), SI II, as the sole managing member of Sankaty High Yield AssetInvestors II, LLC ("SAI II") and SAI II, as the sole general partner of Sankaty High Yield Partners II, L.P. ("SP II") may each be deemed to share votingand dispositive power with respect to the 164,449 shares held by SP II. Mr. Lavine, SI II and SAI II disclaim beneficial ownership of such shares exceptto the extent of their pecuniary interest therein. ( 3 )Jonathan S. Lavine, as the sole managing member of Sankaty Investors III, LLC ("SI III"), SI III, as the sole managing member of Sankaty High Yield AssetInvestors III, LLC ("SAI III"), and SAI III, as the sole general partner of Sankaty High Yield Partners III, L.P. ("SP III") may each be deemed to share voting and dispositive power with respect to the 164,449 shares held by SP III. Mr. Lavine, SI III and SAI III disclaim beneficial ownership of suchshares except to the extent of their pecuniary interest therein. ( 4 )Jonathan S. Lavine, as the sole managing member of Sankaty Credit Member, LLC ("SC Member"), SC Member, as the sole managing member of Sankaty CreditOpportunities Investors, LLC ("SCO Investors"), and SCO Investors, as the sole general partner of Sankaty Credit Opportunities, L.P. ("SCO") may each bedeemed to share voting and dispositive power with respect to the 164,449 shares held by SCO. Mr. Lavine, SC Member and SCO Investors disclaim beneficialownership of such shares except to the extent of their pecuniary interest therein. ( 5 )Jonathan S. Lavine is a member of Bain Capital Investors, LLC ("BCI") which is (i) the general partner of Bain Capital Partners V, L.P. ("BCP V") and Bain Capital Partners IV, L.P. ("BCP IV"), which is in turn the sole general partner of Bain Capital Fund IV, L.P. ("Fund IV") and the managing partner ofInformation Partners ("IP"), (ii) the sole member of the management committee of BCIP Associates ("BCIP") and BCIP Trust Associates, L.P. ("BCIPTA") and(iii) the managing partner of each of BCIP Trust Associates II ("BCIPTA II") and BCIP Trust Associates II-B ("BCIPTA II-B"). Additionally, he and/or entities affiliated with him are partners of BCIP, BCIPTA and BCIPTA II. Accordingly, he, BCI and BC IV may be deemed to sharevoting and dispositive power with respect to the shares held by Fund IV, BCP V, IP, BCIP, BCIPTA, BCIPTA II and BCIPTA II-B. Mr. Lavine, BCP IV, and BCIdisclaim beneficial ownership of all such shares except to the extent of their pecuniary interest therein.

Remarks: (6) BCM, SP II, SP III, and SCO are parties to a Stock Transfer Agreement dated as of March 23, 2003 and a Stockholder Selling Agreement dated as ofAugust 2, 2004 and consequently may be considered to acting as a group with the other persons and entities party thereto. The Reporting Persondisclaim beneficial ownership of all such shares held by such parties and make this filing on behalf of themselves only.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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