SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CALDWELL NANCI

(Last)

(First)

(Middle)

C/O DELTEK, INC.

2291 WOOD OAK DRIVE

(Street)

HERNDON

20171

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DELTEK, INC [ PROJ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2012

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/10/2012		D⁽¹⁾⁽⁴⁾		60,977	D	$13⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right) to buy Common Stock	$3.61	10/10/2012		D⁽²⁾			27,700	⁽³⁾	08/01/2015	Common Stock	27,700	$9.39	0	D
Option (right) to buy Common Stock	$4.86	10/10/2012		D⁽²⁾			7,500	01/02/2010	01/01/2019	Common Stock	7,500	$8.14	0	D
Option (right) to buy Common Stock	$3.7	10/10/2012		D⁽²⁾			2,500	05/04/2010	05/03/2019	Common Stock	2,500	$9.3	0	D
Option (right) to buy Common Stock	$8.27	10/10/2012		D⁽²⁾			10,000	01/04/2011	01/03/2020	Common Stock	10,000	$4.73	0	D
Option (right) to buy Common Stock	$7.38	10/10/2012		D⁽²⁾			10,000	01/03/2012	01/02/2021	Common Stock	10,000	$5.62	0	D

Explanation of Responses:

1. Disposition pursuant to the Agreement and Plan of Merger, dated August 26, 2012, by and among the Issuer, Project Diamond Holdings Corporation and Project Diamond Merger Corp. ("Merger Sub"), providing for the merger (the "Merger") of Merger Sub with and into the Issuer efective as of October 10, 2012 pursuant to which the shares were cancelled and converted into the right to receive a cash payment equal to $13.00 per share.

2. Each stock option that was outstanding immediately prior to the effective time of the Merger, whether or not vested, was cancelled and converted into the right to receive, withour interest and less applicable withholding taxes, an amount in cash equal to $13.00 (the per share merger consideration) per share of common stock subject to the option over the per share exercise price.

3. These options vested in four equal annual installments commencing on August 2, 2006.

4. Includes outstanding restricted shares which became fully vested at the effective time of the Merger and were converted in the right to receive, without interest and less applicable withholding taxes, an amount equal to $13.00 (the per share merger consideration) per share.

Remarks:

	Salman Ahmad, Attorney-in-Fact for Nanci Caldwell	10/11/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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