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*
SIPPL ROGER J
(Last) (First) (Middle)
160 EAST TASMAN DRIVE
(Street)
SAN JOSE CA 95134
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERWOVEN INC [ IWOV ] 		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)
03/16/2009
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)
Code V Amount (A) or (D) Price
Common Stock 03/16/2009 M 9,999 A (1) 14,521 D
Common Stock 03/16/2009 D(2) 14,521 D $16.2 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $12.73 03/16/2009 D 10,000 (3) 07/08/2018 Common Stock 10,000 $3.47 0 D
Non-Qualified Stock Option (right to buy) $13.28 03/16/2009 D 10,000 (4) 02/21/2018 Common Stock 10,000 $2.92 0 D
Non-Qualified Stock Option (right to buy) $15.27 03/16/2009 D 20,000 (5) 04/30/2017 Common Stock 20,000 $0.93 0 D
Non-Qualified Stock Option (right to buy) $16.3 03/16/2009 D 10,000 04/19/2007 04/19/2017 Common Stock 10,000 (6) 0 D
Restricted Stock Units (1) 03/16/2009 M 9,999 (7) (7) Common Stock 9,999 (1) 0 D
Explanation of Responses:
1. As reported on Table II of this form, a restricted stock unit award vested as to 9,999 units in accordance with the terms of the restrict stock award, resulting in the issuance of that number of shares to the Reporting Person.
2. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 22, 2009, by and among Autonomy Corporation PLC ("Autonomy"), Milan Acquisition Corp. and Interwoven, Inc., each share of Interwoven common stock issued and outstanding immediately prior to the effectiveness of the merger on March 16, 2006 (the "Effective Time") was converted into the right to receive $16.20 in cash.
3. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $34,700.00, representing the difference between $16.20 and the exercise price.
4. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $29,200.00, representing the difference between $16.20 and the exercise price.
5. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $18,600.00, representing the difference between $16.20 and the exercise price.
6. Pursuant to the Merger Agreement, at the Effective Time, this option was assumed by Autonomy and converted into an option to purchase that number of whole Autonomy ordinary shares equal to the product of the number of shares of Interwoven common stock that were issuable upon exercise of this option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole number of Autonomy ordinary shares at a new exercise price determined by dividing the exercise price per share of this option by the Exchange Ratio and rounded up to the nearest whole cent. The Exchange Ratio was .92953.
7. This restricted stock award vested as to 9,999 shares on March 16, 2009.
Remarks:
Roger J Sippl 03/18/2009
** 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).
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