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 *

Yetter Scott J 		2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
PRESIDENT AND CEO
(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)   $4.10   2/26/2010     D         75000      (1) 9/1/2016   Common Stock   75000     (2) 249800   (3) D    
Stock Option (right to buy)   $6.95   2/26/2010     D         19719      (4) 10/4/2017   Common Stock   19719     (5) 230081   (3) D    
Stock Option (right to buy)   $6.95   2/26/2010     D         55224      (4) 10/4/2017   Common Stock   55224     (6) 174857   (3) D    
Stock Option (right to buy)   $6.95   2/26/2010     D         69857      (4) 10/4/2017   Common Stock   69857     (7) 105000   (3) D    
Stock Option (right to buy)   $5.15   2/26/2010     D         75000      (8) 1/13/2018   Common Stock   75000     (9) 30000   (3) D    
Stock Option (right to buy)   $1.50   2/26/2010     A      65217         (1) 2/26/2017   Common Stock   65217     (2) 95217   (3) D    
Stock Option (right to buy)   $1.50   2/26/2010     A      17146         (4) 2/26/2017   Common Stock   17146     (5) 112363   (3) D    
Stock Option (right to buy)   $1.50   2/26/2010     A      48020         (4) 2/26/2017   Common Stock   48020     (6) 160383   (3) D    
Stock Option (right to buy)   $1.50   2/26/2010     A      60745         (4) 2/26/2017   Common Stock   60745     (7) 221128   (3) D    
Stock Option (right to buy)   $1.50   2/26/2010     A      65217         (8) 2/26/2017   Common Stock   65217     (9) 286345   (3) D    

Explanation of Responses:
( 1)  This option is exercisable as to 25% of the total option one year from the September 1, 2006 grant date and 6.25% quarterly thereafter.
( 2)  On February 26, 2010, the Reporting Person disposed of an option to purchase 75,000 shares of common stock, pursuant to the Issuer's option exchange program, in exchange for an option to purchase 65,217 shares of common stock at an exercise price of $1.50.
( 3)  Includes multiple option grants and vesting schedules.
( 4)  This option is exercisable as to 1/36th of the total 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.
( 5)  On February 26, 2010, the Reporting Person disposed of an option to purchase 19,719 shares of common stock, pursuant to the Issuer's option exchange program, in exchange for an option to purchase 17,146 shares of common stock at an exercise price of $1.50.
( 6)  On February 26, 2010, the Reporting Person disposed of an option to purchase 55,224 shares of common stock, pursuant to the Issuer's option exchange program, in exchange for an option to purchase 48,020 shares of common stock at an exercise price of $1.50.
( 7)  On February 26, 2010, the Reporting Person disposed of an option to purchase 69,857 shares of common stock, pursuant to the Issuer's option exchange program, in exchange for an option to purchase 60,745 shares of common stock at an exercise price of $1.50.
( 8)  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 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 75,000 shares of common stock, pursuant to the Issuer's option exchange program, in exchange for an option to purchase 65,217 shares of common stock at an exercise price of $1.50.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Yetter Scott J
C/O VOXWARE, INC.
300 AMERICAN METRO BLVD., SUITE 155
HAMILTON, NJ 08619 		X
PRESIDENT AND CEO

Signatures
/s/ Scott J. Yetter 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.
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