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SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Housefather Anthony (Last) (First) (Middle) C/O DIALOGIC INC. 926 ROCK AVENUE, SUITE 20 (Street) SAN JOSE CA 95131 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2010	3. Issuer Name and Ticker or Trading Symbol Dialogic Inc. [ DLGC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Exec VP & Chief Admin Officer	5. If Amendment, Date of 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

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)

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: 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 Option (Rt to Buy)	01/01/2005(1)	01/01/2014	Common Stock	51,660(2)	$1	D
Stock Option (Rt to Buy)	06/22/2008(1)	06/22/2017	Common Stock	18,000(2)	$6.2	D
Stock Option (Rt to Buy)	05/11/2011(1)	05/11/2020	Common Stock	3,600(2)	$6.2	D

Explanation of Responses:

1. 25% of the option shares shall vest on the first anniversary of the Vesting Commencement Date and the balance of the option shares shall vest in 36 equal consecutive monthly installments thereafter until fully-vested.

2. Pursuant to the terms of that certain Acquisition Agreement executed by and between Dialogic Corporation, a British Colombia corporation, and the Issuer dated May 12, 2010 (the "Agreement"),the option to purchase common shares of Dialogic Corporation held by the reporting person were exchanged for an option to purchase the number of shares of common stock of the the Issuer equal to the product of (1) the number of Dialogic Corporation common shares that were issuable upon exercise of the option immdediately prior to the closing of the transactions contemplated by the Agreement on October 1, 2010, multiplied by (2) 0.9.

Remarks:

	/s/ Eric Schlezinger, Attorney-In-Fact	10/08/2010
	** 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 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).
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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