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^*

WADHWANI ROMESH

(Last)

(First)

(Middle)

C/O ASPECT DEVELOPMENT INC

1395 CHARLESTON ROAD

(Street)

MOUNTAIN VIEW

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	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2008

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								12,035,202	I	See footnote⁽¹⁾⁽²⁾
Common Stock	08/11/2008		J⁽³⁾		1,615,549	D	⁽³⁾	12,035,202	I	See footnote⁽⁴⁾⁽⁵⁾

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)
Forward Sale Contract (obligation to sell)	⁽⁶⁾⁽⁷⁾	08/11/2008		J/K⁽⁶⁾⁽⁷⁾		2,500,000		08/11/2009	08/11/2009	Common Stock	2,500,000	⁽⁶⁾⁽⁷⁾	2,500,000	I	See footnote⁽⁸⁾

Explanation of Responses:

1. 884,451 shares are owned directly by the Romesh & Kathleen Wadhwani Trust (the "Trust"). The Trust is a revocable trust for the benefit of the reporting person and his wife. Dr. Romesh Wadhwani is a trustee of the 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.

2. 11,150,751 shares 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.

3. Distribution by Symphony pursuant to its partnership agreement to the Trust, a limited partner of Symphony, for no consideration.

4. 2,500,000 shares are owned directly by the Trust. The shares owned by the Trust are subject to a prepaid forward contract and are pledged as collateral to secure the obligations of the Trust under such contract. The Trust is a revocable trust for the benefit of the reporting person and his wife. Dr. Wadhwani is a trustee of the 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.

5. 9,535,202 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. 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.

6. On August 11, 2008, the Trust entered into a prepaid variable forward sale transaction agreement with an unaffiliated third party buyer. The contract obligates the Trust to deliver to the buyer up to 2,500,000 shares of Common Stock (or, at the reporting person's election, an equivalent amount of cash based on the marked price of the Common Stock at that time) on August 11, 2010 (the "Settlement Date"). In exchange for assuming this obligation, the Trust received a cash payment of $15,940,000 as of the date of entering into the contract. The Trust pledged 2,500,000 shares of Common Stock (the "Pledged Shares") as collateral for the performance of its obligations under the and delivered the Pledged Shares to the buyer as collateral, although it has retained voting rights in the Pledged Shares during the term of the agreement.

7. The number of shares of Common Stock to be delivered to the buyer on the maturity date is to be determined as follows: (a) if the price of the Common Stock on the Settlement Date (the "Settlement Price") is less than or equal to $7.97 (the "Floor Price"), the Trust will deliver all of the Pledged Shares; (b) if the Settlement Price is between the Floor Price and $11.53 (the "Cap Price"), the Trust will deliver a number of shares of Common Stock equal to 2,500,000 multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the Trust will deliver a number of shares of Common Stock equal to 2,500,000 multiplied by a fraction, the numerator of which is the Floor Price plus the excess of the Settlement Price over the Cap Price, and the denominator of which is the Settlement Price.

8. The reported securities are owned directly by the Trust. The Trust is a revocable trust for the benefit of the reporting person and his wife. Dr. Wadhwani is a trustee of the Trust and controls the voting of the reported securities. Dr. Wadhwani disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

	/s/ Brad MacMillin, for Romesh Wadhwani as attorney-in-fact	08/13/2008
	** 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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