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*
WADHWANI ROMESH

(Last) (First) (Middle)
C/O ASPECT DEVELOPMENT INC
1395 CHARLESTON ROAD

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Lawson Software, Inc. [ LWSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2006
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 24,668,495 I See Footnote(1)
Common Stock 08/28/2006 J(2) 13,557 D (2) 24,654,938 I See Footnote(1)
Common Stock 12/23/2006 J(3) 67,785 D (3) 24,587,153 I See Footnote(1)
Common Stock 12/28/2006 J(4) 44,268 D (4) 24,542,885 I See Footnote(1)
Common Stock 12/28/2006 G V 814,112 D $0 23,728,773 I See Footnote(1)
Common Stock 12/29/2006 J(5) 99,222 D (5) 23,629,551 I See Footnote(1)
Common Stock 12/29/2006 G V 539,084 D $0 23,090,467 I See Footnote(1)
Common Stock 06/19/2007 J(6) 7,584,451 D (6) 23,090,467 I See Footnote(7)(8)
Common Stock 07/31/2007 J(9) 5,000,000 D (9) 18,090,467 I See Footnote(10)(11)
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
Explanation of Responses:
1. The reported securities are owned directly by Symphony Technology II-A L.P. ("Symphony"). Symphony Technology II GP LLC ("Symphony GP") controls the voting and disposition of the reported securities through the account of Symphony, of which Symphony GP is the sole general partner. Dr. Romesh Wadhwani is the Managing Director of Symphony GP and either has sole authority and discretion to manage and conduct the affairs of Symphony GP or has veto power over the management and conduct of Symphony GP. By reason of these relationships, Dr. Wadhwani may be deemed to share the powers of voting and disposition of the reported securities. Dr. Wadhwani disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
2. Disposition by Symphony in exchange for contracting and construction services rendered valued at $100,000.
3. Disposition by Symphony in exchange for a release of potential claims of an indeterminate amount.
4. Distribution by Symphony pursuant to its partnership agreement to a managing member of Symphony GP for no consideration.
5. Distribution by Symphony pursuant to an employment agreement to a former partner for no consideration.
6. Distribution by Symphony pursuant to its partnership agreement to the Romesh & Kathleen Wadhwani Family Trust (the "Family Trust"), a limited partner of Symphony, for no consideration.
7. 15,506,016 shares are owned directly by Symphony. Symphony GP controls the voting and disposition of the reported securities through the account of Symphony, of which Symphony GP is the sole general partner. Dr. Romesh Wadhwani is the Managing Director of Symphony GP and either has sole authority and discretion to manage and conduct the affairs of Symphony GP or has veto power over the management and conduct of Symphony GP. By reason of these relationships, Dr. Wadhwani may be deemed to share the powers of voting and disposition of the reported securities. Each of the reporting persons described above disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.
8. 7,584,451 shares are owned directly by the Family Trust. The Family Trust is a revocable trust for the benefit of the reporting person and his wife. Dr. Romesh Wadhwani is a trustee of the Family Trust and controls the voting and disposition of the reported securities. Dr. Wadhwani disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
9. On July 31, 2007, (a) Symphony (i) sold 128,571 shares in a Rule 144 sale transaction with Lehman Brothers at a sale price of $9.20 per share, which was the discounted price agreed to with Lehman Brothers based on the closing price of $9.53 per share on July 31, 2007, and (ii) sold 171,429 shares to the issuer at the same discounted net price of $9.20 per share as part of the issuer's share repurchase program, and (b) the Family Trust (i) sold 2,014,286 shares in a Rule 144 sale transaction with Lehman Brothers at a sale price of $9.20 per share, which was the discounted price agreed to with Lehman Brothers based on the closing price of $9.53 per share on July 31, 2007, and (ii) sold 2,685,714 shares to the issuer at the same discounted net price of $9.20 per share as part of the issuer's share repurchase program.
10. 15,206,016 shares are owned directly by Symphony. Symphony GP controls the voting and disposition of the reported securities through the account of Symphony, of which Symphony GP is the sole general partner. Dr. Romesh Wadhwani is the Managing Director of Symphony GP and either has sole authority and discretion to manage and conduct the affairs of Symphony GP or has veto power over the management and conduct of Symphony GP. By reason of these relationships, Dr. Wadhwani may be deemed to share the powers of voting and disposition of the reported securities. Each of the reporting persons described above disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.
11. 2,884,451 shares are owned directly by the Family Trust. The Family Trust is a revocable trust for the benefit of the reporting person and his wife. Dr. Romesh Wadhwani is a trustee of the Family Trust and controls the voting and disposition of the reported securities. Dr. Wadhwani disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
/s/ Romesh Wadhwani 08/02/2007
** 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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