- Statement of Changes in Beneficial Ownership (4)
January 07 2009 - 5:22PM
Edgar (US Regulatory)
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).
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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
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1. Name and Address of Reporting Person
*
JACKSON PETER H
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2. Issuer Name
and
Ticker or Trading Symbol
INTRAWARE INC
[
ITRA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO and President
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(Last)
(First)
(Middle)
C/O INTRAWARE, INC. 25 ORINDA WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/7/2009
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(Street)
ORINDA, CA 94563
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/7/2009
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D
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94350
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D
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(1)
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48134
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D
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Common Stock
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1/7/2009
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D
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217
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D
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(1)
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0
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I
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Shares held by Reporting Person as custodian/guardian for Drew Jackson
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Common Stock
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1/7/2009
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D
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200
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D
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(1)
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0
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I
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Shares held by Reporting Person as custodian/guardian for Connor Jackson
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Common Stock
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1/7/2009
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D
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307
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D
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(1)
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0
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I
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Shares held by Reporting Person as custodian/guardian for Lindsay Jackson
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Common Stock
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1/7/2009
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D
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310
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D
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(1)
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0
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I
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Shares held by Reporting Person as custodian/guardian for Brett Jackson
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Common Stock
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1/7/2009
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D
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48134
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$3.30
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1/7/2009
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D
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37499
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(3)
(4)
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7/28/2015
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Common Stock
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37499
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$0.70
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0
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D
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Stock Option (right to buy)
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$3.67
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1/7/2009
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D
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50000
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(3)
(5)
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8/8/2016
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Common Stock
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50000
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$0.33
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger by and among Acresso Software Inc., Indians Merger Corp. and the Issuer dated as of October 20, 2008 (the "Merger Agreement"), each share of ITRA common stock was exchanged for $4.00 in cash.
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(
2)
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Shares are represented by restricted stock units. Pursuant to the Merger Agreement, each restricted stock unit vested and the restrictions thereon lapsed and was exchanged for $4.00 in cash.
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(
3)
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The option is fully vested.
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(
4)
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Pursuant to the Merger Agreement, the option was cancelled and each vested share underlying the option was exchanged for $0.70 in cash, which represents the difference between $4.00 and the option's exercise price per share of $3.30.
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(
5)
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Pursuant to the Merger Agreement, the option was cancelled and each vested share underlying the option was exchanged for $0.33 in cash, which represents the difference between $4.00 and the option's exercise price per share of $3.67.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JACKSON PETER H
C/O INTRAWARE, INC. 25 ORINDA WAY
ORINDA, CA 94563
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X
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CEO and President
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Signatures
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/s/ Lisa Haugh, as attorney in fact for Peter H. Jackson
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1/7/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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