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
                                                                                  
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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 *

BROOKS ROGER E
2. Issuer Name and Ticker or Trading Symbol

MOLDFLOW CORP [ MFLO ]
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 MOLDFLOW CORPORATION, 492 OLD CONNECTICUT PATH, STE. 401
3. Date of Earliest Transaction (MM/DD/YYYY)

6/13/2008
(Street)

FRAMINGHAM, MA 01701
(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   6/13/2008   6/13/2008   M    12556   A   (1) 0   D    
Common Stock   6/13/2008   6/13/2008   U    12556   D $22.00   0   D    
Common Stock   6/13/2008   6/13/2008   U    9966   (2) D $22.00   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
Restricted Stock Units     (1) 6/13/2008           12556      (3)   (3) Common Stock   12556   $0.00   0   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents a contingent right to receive one share of Moldflow Corporation common stock.
( 2)  9,966 shares were exchanged for a cash payment of $219,252 as per the Merger Agreement by and among Moldflow Corporation, Autodesk, Inc., and Switch Acquisition Corporation, dated as of May 1, 2008.
( 3)  The restricted stock units vest at the Appointment Time (as defined in the Merger Agreement by and among Moldflow Corporation, Autodesk Inc., and Switch Acquisition Corporation, dated as of May 1, 2008). All Restricted Stock Units are exchanged for cash at the Appointment Time.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BROOKS ROGER E
C/O MOLDFLOW CORPORATION
492 OLD CONNECTICUT PATH, STE. 401
FRAMINGHAM, MA 01701
X



Signatures
/s/ Lori M. Henderson under Power of Attorney dated March 21, 2000 6/17/2008
** 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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