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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rafferty Charles K 		2. Issuer Name and Ticker or Trading Symbol

VOXWARE INC [ VOXW ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP & GENERAL MANAGER
(Last)          (First)          (Middle)

C/O VOXWARE, INC., 300 AMERICAN METRO BLVD., SUITE 155 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/26/2010
(Street)

HAMILTON, NJ 08619
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $4.80   2/26/2010     D         33333      (1) 6/30/2016   Common Stock   33333     (2) 93700   (3) D    
Stock Option (right to buy)   $5.69   2/26/2010     D         40000      (4) 6/30/2016   Common Stock   40000     (5) 53700   (3) D    
Stock Option (right to buy)   $6.95   2/26/2010     D         20200      (6) 10/4/2017   Common Stock   20200     (7) 33500   (3) D    
Stock Option (right to buy)   $5.15   2/26/2010     D         13500      (8) 1/13/2018   Common Stock   13500     (9) 20000   (3) D    
Stock Option (right to buy)   $1.50   2/26/2010     A      28985         (1) 2/26/2017   Common Stock   28985     (2) 48985   (3) D    
Stock Option (right to buy)   $1.50   2/26/2010     A      34782         (4) 2/26/2017   Common Stock   34782     (5) 83767   (3) D    
Stock Option (right to buy)   $1.50   2/26/2010     A      17565         (6) 2/26/2017   Common Stock   17565     (7) 101332   (3) D    
Stock Option (right to buy)   $1.50   2/26/2010     A      11739         (8) 2/26/2017   Common Stock   11739     (9) 113071   (3) D    

Explanation of Responses:
( 1)  This option is fully vested as of June 30, 2006.
( 2)  On February 26, 2010, the Reporting Person disposed of an option to purchase 33,333 shares of common stock, pursuant to the Issuer's option exchange program, in exchange for an option to purchase 28,985 shares of common stock at an exercise price of $1.50.
( 3)  Includes multiple option grants and vesting schedules.
( 4)  This option is fully vested as of June 30, 2006.
( 5)  On February 26, 2010, the Reporting Person disposed of an option to purchase 40,000 shares of common stock, pursuant to the Issuer's option exchange program, in exchange for an option to purchase 34,782 shares of common stock at an exercise price of $1.50.
( 6)  This option is exercisable as to 1/36th of the original number of shares at the end of each month of employment with the Company, commencing October 4, 2007 until the third anniversary of the grant date.
( 7)  On February 26, 2010, the Reporting Person disposed of an option to purchase 20,200 shares of common stock, pursuant to the Issuer's option exchange program, in exchange for an option to purchase 17,565 shares of common stock at an exercise price of $1.50.
( 8)  This option is exercisable as to 1/48th of the original number of shares at the end of each month of employment with the Company, commencing January 13, 2008 until the third anniversary of the grant date.
( 9)  On February 26, 2010, the Reporting Person disposed of an option to purchase 13,500 shares of common stock, pursuant to the Issuer's option exchange program, in exchange for an option to purchase 11,739 shares of common stock at an exercise price of $1.50.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rafferty Charles K
C/O VOXWARE, INC.
300 AMERICAN METRO BLVD., SUITE 155
HAMILTON, NJ 08619

VP & GENERAL MANAGER

Signatures
/s/ Charles K. Rafferty 3/2/2010
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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