Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Honig Barry C
2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2009
3. Issuer Name and Ticker or Trading Symbol
interCLICK, Inc. [iclk]
(Last)
(First)
(Middle)
595 S FEDERAL HIGHWAY, SUITE 600
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
11/04/2009
(Street)

BOCA RATON, FL 33432
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,708,245
D
 
Common Stock 130,528
I
By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) (1) 08/28/2007 08/28/2012 Common Stock 50,000 $ 2 D  
Stock Options (right to buy) (2) 10/10/2009 10/10/2014 Common Stock 100,000 $ 4.32 D  
Warrant (right to buy) 06/22/2009 06/22/2012 Common Stock 12,500 $ 2.8 I By 401(k) Plan

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Honig Barry C
595 S FEDERAL HIGHWAY
SUITE 600
BOCA RATON, FL 33432
  X      

Signatures

/s/ Barry Honig 12/15/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) These options vest in four equal installments on August 28 of each of 2008, 2009, 2010 and 2011. As of the date of the event requiring this Statement, these options have vested with respect to 25,000 shares.
(2) These options vest in four equal installments on October 10 of each of 2010, 2011, 2012 and 2013. As of the date of the event requiring this Statement, these options have not vested with respect to any shares.

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