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 *

Adorno Hank 		2. Issuer Name and Ticker or Trading Symbol

HSW International, Inc. [ HSWI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O HSW INTERNATIONAL, INC., 3350 PEACHTREE ROAD, SUITE 1600 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/31/2009
(Street)

ATLANTA, GA 30326
(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
Common Stock   1/31/2009     D    6147   (1) D $0   3083   D    

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
Director Nonqualified Stock Option (Right to Buy)   $6.5                      (2) 8/23/2016   Common Stock   250000     250000   D    
Director Nonqualified Stock Option (Right to Buy)   $7.1                      (3) 10/10/2017   Common Stock   250000     250000   D    
Stock Option (Right to Buy)   $3.25                    1/31/2009   8/12/2018   Common Stock   10020     10020   (4) D    

Explanation of Responses:
( 1)  This represents restricted stock issued pursuant to the 2008 Executive Compensation Plan, which was forfeited pursuant to the terms thereof.
( 2)  The options vested on August 23, 2009.
( 3)  The options vested on October 23, 2009.
( 4)  On August 12, 2008, the reporting person was granted an option to purchase 30,000 shares of common stock upon achievement of performance goals, as previously reported on Form 4 dated August 12, 2008. The performance criteria were met in part, resulting in the vesting of the option as to 10,020 shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Adorno Hank
C/O HSW INTERNATIONAL, INC.
3350 PEACHTREE ROAD, SUITE 1600
ATLANTA, GA 30326 		X



Signatures
/s/ Bradley Zimmer, by Power of Attorney 12/2/2009
** 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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