FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Goddard David Stephen Jr 		2. Issuer Name and Ticker or Trading Symbol

BMC SOFTWARE INC [ BMC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior VP, Business Operations
(Last)          (First)          (Middle)

2101 CITYWEST BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/10/2013
(Street)

HOUSTON, TX 77042
(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   9/10/2013     D    90342   D $46.25   0   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
Employee Stock Option (Right to Buy)   (1) $39.295   9/10/2013     D         6771      (2) 6/6/2014   Common Stock   6771     (3) 0   D    
Employee Stock Option (Right to Buy)   (1) $26.65   9/10/2013     D         59000      (2) 11/4/2014   Common Stock   59000     (3) 0   D    
Performance-based Market Stock Units   $0   9/10/2013     D         4462      (4)   (4) Common Stock   4462     (5) 0   D    
Performance-based Market Stock Units     (6) 9/10/2013     D         4248      (7)   (7) Common Stock   4248     (5) 0   D    
Performance-based Market Stock Units     (8) 9/10/2013     D         11534      (4)   (4) Common Stock   11534     (5) 0   D    
Performance-based Market Stock Units     (9) 9/10/2013     D         11490      (10)   (10) Common Stock   11490     (5) 0   D    
Performance-based Market Stock Units     (8) 9/10/2013     D         16025      (4)   (4) Common Stock   16025     (5) 0   D    

Explanation of Responses:
( 1)  Stock option award under the BMC Software, Inc. 2007 Incentive Plan.
( 2)  The stock options vest monthly over four years from grant date of 6/6/2008.
( 3)  These options were cancelled in the merger in exchange for a cash payment equal to the product of (a) the number of shares of common stock covered by the option multiplied by (b) the difference between the merger consideration of $46.25 per share and the exercise price of the option.
( 4)  Unless earlier forfeited under the terms of the performance-based MSU award agreement, each performance-based MSU converts into up to 150% of one share of BMC common stock based upon performance vesting. One half of the performance-based MSUs will vest based upon performance over a two year period ending two years after the award date, and one half of the performance-based MSUs will vest based upon performance over a three year period ending three years after the award date.
( 5)  These performance-based market stock units were fully vested at the effective time of the merger and cancelled in exchange for a cash payment equal to the product of the number of stock units multiplied by the merger consideration of $46.25 per share.
( 6)  Each performance-based market stock unit (MSU) represents the right to receive, following vesting, up to 150% of one share of BMC common stock. The actual number of shares of BMC common stock acquired upon vesting of the performance-based MSUs can range from 0% to 150% of the number of MSUs awarded and is contingent upon the achievement of pre-established performance metrics, as approved by BMC's Compensation Committee. One half of the performance-based MSUs are subject to vesting two years after the award date, and one half are subject to vesting three years after the award date.
( 7)  Unless earlier forfeited under the terms of the performance-based MSU award agreement, each performance-based MSU converts into up to 150% of one share of BMC common stock based upon performance vesting. One half of the performance-based MSUs will vest based upon performance over a two year period ending two years after the award date, and one half of the performance-based MSUs will vest based upon performance over a three year period ending three years after the award date.
( 8)  Each performance-based market stock unit (MSU) represents the right to receive, following vesting, up to 150% of one share of BMC common stock. The actual number of shares of BMC common stock acquired upon vesting of the performance-based MSUs can range from 0% to 150% of the number of MSUs awarded and is contingent upon the achievement of pre-established performance metrics, as approved by BMC's Compensation Committee. One half of the performance-based MSUs are subject to vesting two years after the award date, and one half are subject to vesting three years after the award date.
( 9)  Each performance-based market stock unit (MSU) represents the right to receive, following vesting, up to 150% of one share of BMC common stock. The actual number of shares of BMC common stock acquired upon vesting of the performance-based MSUs can range from 0% to 150% of the number of MSUs awarded and is contingent upon the achievement of pre-established performance metrics, as approved by BMC's Compensation Committee. One half of the performance-based MSUs are subject to vesting two years after the award date, and one half are subject to vesting three years after the award date; provided, that any unvested MSUs after two years rollover and are eligible to vest after three years.
( 10)  Unless earlier forfeited under the terms of the performance-based MSU award agreement, each performance-based MSU converts into up to 150% of one share of BMC common stock based upon performance vesting. One half of the performance-based MSUs will vest based upon performance over a two year period ending two years after the award date, and one half of the performance-based MSUs will vest based upon performance over a three year period ending three years after the award date; provided, that any unvested MSUs after two years rollover and are eligible to vest after three years.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Goddard David Stephen Jr
2101 CITYWEST BLVD.
HOUSTON, TX 77042

Senior VP, Business Operations

Signatures
Christopher C. Chaffin, Attorney-in-Fact for David Stephen Goddard, Jr. 9/12/2013
** 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.
Bmc Software, Inc. (MM) (NASDAQ:BMC)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Bmc Software, Inc. (MM) Charts.
Bmc Software, Inc. (MM) (NASDAQ:BMC)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Bmc Software, Inc. (MM) Charts.