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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Clayman Mark
  2. Issuer Name and Ticker or Trading Symbol
NAVISITE INC [NAVI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP of Enterprise Sales
(Last)
(First)
(Middle)
C/O NAVISITE, INC., 400 MINUTEMAN ROAD
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2011
(Street)

ANDOVER, MA 01810
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)
Code V Amount (A) or (D) Price
Common Stock 04/21/2011   D   40,000 D (1) 0 D  
Common Stock 04/21/2011   J(2)   80,000 D (2) 0 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 1.58 04/21/2011   D     100,000   (3) 03/31/2015 Common Stock 100,000 (3) 0 D  
Stock Option (right to buy) $ 2.48 04/21/2011   D     50,000   (3) 06/14/2020 Common Stock 50,000 (3) 0 D  
Stock Option (right to buy) $ 1.45 04/21/2011   D     50,000   (3) 02/23/2016 Common Stock 50,000 (3) 0 D  
Stock Option (right to buy) $ 5.5 04/21/2011   D     50,000   (4) 03/21/2017 Common Stock 50,000 $ 0 0 D  
Stock Option (right to buy) $ 4.39 04/21/2011   D     40,000   (3) 06/10/2014 Common Stock 40,000 (3) 0 D  
Stock Option (right to buy) $ 2.55 04/21/2011   D     20,000   (3) 09/20/2014 Common Stock 20,000 (3) 0 D  
Stock Option (right to buy) $ 2.44 04/21/2011   D     40,000   (3) 01/04/2015 Common Stock 40,000 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Clayman Mark
C/O NAVISITE, INC.
400 MINUTEMAN ROAD
ANDOVER, MA 01810
      SVP of Enterprise Sales  

Signatures

 /s/ Thomas B. Rosedale (Pursuant to Power of Attorney)   04/25/2011
**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) In connection with the closing of the merger, pursuant to the Merger Agreement among Time Warner Cable Inc., Avatar Merger Sub Inc. and the Issuer dated February 1, 2011, each share of Issuer common stock was exchanged for $5.50 in cash.
(2) Unvested performance based restricted stock awards which were forfeited to the Issuer for no consideration upon the closing of the merger.
(3) Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $5.50 per share minus the exercise price of the option per share.
(4) This option was cancelled upon closing of the merger without cash payment because the per share exercise price of such option was equal to $5.50.

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