Edgar Filing: AXS ONE INC

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 ^*

Bacci Timothy P

2. Issuer Name and Ticker or Trading Symbol
AXS ONE INC [AXO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See remarks

(Last)

(First)

(Middle)

402 RAILROAD AVENUE, SUITE 201

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2007

(Street)

DANVILLE, CA 94526

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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								2,233,025	I	See Footnote 1 ⁽¹⁾

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Warrant

$ 0.01

11/13/2007

500,000

12/04/2007

11/16/2014

Common Stock

500,000

$ 0.01

500,000

By BlueLine Capital Partners, LP ⁽²⁾

Series C 6% Convertible Promissory Note

$ 1

11/13/2007

$ 500,000

12/04/2007

05/29/2009

Common Stock

500,000

$ 1

$ 500,000

By BlueLine Capital Partners, LP ⁽²⁾

Common Stock Warrant

$ 0.01

11/13/2007

250,000

12/04/2007

11/16/2014

Common Stock

250,000

$ 0.01

250,000

By BlueLine Capital Partners II, LP ⁽³⁾

Series C 6% Convertible Promissory Note

$ 1

11/13/2007

$ 250,000

12/04/2007

05/29/2009

Common Stock

250,000

$ 1

$ 250,000

By BlueLine Capital Partners II, LP ⁽³⁾

Common Stock Warrant

$ 0.01

11/13/2007

500,000

12/04/2007

11/16/2014

Common Stock

500,000

$ 0.01

500,000

By BlueLine Capital Partners III, LP ⁽⁴⁾

Series C 6% Convertible Promissory Note

$ 1

11/13/2007

$ 500,000

12/04/2007

05/29/2009

Common Stock

500,000

$ 1

$ 500,000

By BlueLine Capital Partners III, LP ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bacci Timothy P 402 RAILROAD AVENUE SUITE 201 DANVILLE, CA 94526	X	X		See remarks
BlueLine Partners, L.L.C. 402 RAILROAD AVENUE SUITE 201 DANVILLE, CA 94526		X		See remarks
BlueLine Capital Partners, L.P. 402 RAILROAD AVENUE SUITE 201 DANVILLE, CA 94526		X		See remarks
BlueLine Partners II, LLC 402 RAILROAD AVENUE SUITE 201 DANVILLE, CA 94526		X		See remarks
BlueLine Capital Partners III, LP 402 RAILROAD AVENUE SUITE 201 DANVILLE, CA 94526		X		See remarks

Signatures

/s/ Scott A. Shuda, By Power of Attorney for all Reporting Persons		11/15/2007
^**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)	These securities are held by a "group" consisting of Timothy Bacci, a managing director of BlueLine Partners, L.L.C., BlueLine Capital Partners, L.P., BlueLine Capital Partners II, L.P., BlueLine Capital Partners III, L.P., BlueLine Partners, L.L.C., the sole general partner of BlueLine Capital Partners, L.P. and BlueLine Capital Partners II, L.P. and BlueLine Partners II, LLC, the sole general partner of BlueLine Capital Partners III, LP. Of the 2,233,025 shares of outstanding common stock owned by the reporting entities, 1,899,815 shares of common stock are owned by BlueLine Capital Partners, L.P., 150,350 shares of common stock are owned by BlueLine Capital Partners II, L.P., 142,860 shares of common stock are owned by BlueLine Capital Partners III, L.P., and 40,000 shares of restricted stock are owned by Timothy Bacci.
(2)	Timothy Bacci is the managing director of BlueLine Partners, L.L.C., the sole general partner of BlueLine Capital Partners, L.P.
(3)	Timothy Bacci is the managing director of BlueLine Partners, L.L.C., the sole general partner of BlueLine Capital Partners II, LP.
(4)	Timothy Bacci is the managing director of BlueLine Partners II, LLC., the sole general partner of BlueLine Capital Partners III, LP.
Remarks: The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any Reporting Person is the beneficial owner of any Common Stock covered by this statement. As described in Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed on June 8, 2007 with respect to the Common Stock owned by BlueLine Capital Partners, L.P., BlueLine Capital Partners II, L.P., BlueLine Partners, L.L.C. and Mr. Bacci as of the date of Amendment No. 3, the Reporting Entities may have been deemed to be a "group" under Section 13(d) of the Securities Exchange Act and accordingly each Reporting Person may have been deemed to have beneficial ownership of 10% or more of the Common Stock. Reporting Owner Name/Address BlueLine Partners, L.L.C., 402 Railroad Avenue, Suite 201, Danville, CA 94526 BlueLine Partners II, LLC, 402 Railroad Avenue, Suite 201, Danville, CA 94526 BlueLine Capital Partners, L.P., 402 Railroad Avenue, Suite 201, Danville, CA 94526 BlueLine Capital Partners II, L.P., 402 Railroad Avenue, Suite 201, Danville, CA 94526 BlueLine Capital Partners III, L.P., 402 Railroad Avenue, Suite 201, Danville, CA 94526 Timothy Bacci, 402 Railroad Avenue, Suite 201, Danville, CA 94526

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