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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Lawson Software, Inc. [ LWSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 9,486,928(1)(2)(3) | I | See Footnotes(1)(2)(3) | |||||||
Common Stock | 05/01/2009 | S | 150,000 | D | $5.58(4) | 9,336,928 | I | See Footnotes(2)(3)(6) | ||
Common Stock | 05/01/2009 | S | 500,000 | D | $5.478(5) | 8,836,928 | I | See Footnotes(2)(3)(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. Prior to the transaction, 9,384,451 shares were owned directly by the Romesh & Kathleen Wadhwani Family Trust (the "Family Trust"). The Family Trust is a revocable trust for the benefit of the reporting person and his wife. Dr. 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. |
2. As reported on a Form 4 dated November 7, 2008, 2,500,000 shares owned by the Family Trust are subject to the prepaid forward contract and are pledged as collateral to secure the obligations of the Trust under such contract. |
3. 102,477 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. |
4. On May 1, 2009 the Family Trust sold 150,000 shares in an open market Rule 144 sale transaction at a sale price of $5.58 per share. |
5. After the close of market on May 1, 2009, the Family Trust agreed to sell and Lawson Software, Inc. agreed to purchase 500,000 shares in a private transaction, for a sale price of $5.478 per share. The sale price of $5.478 per share reflected an agreed 2% discount below the closing price of $5.59 per share on May 1, 2009. Lawson Software, Inc. purchased the 500,000 shares as part of the company's share repurchase program. |
6. After the reported sale transactions, 8,734,451 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. 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/ Brad MacMillin for Romesh Wadhwani as attorney-in-fact | 05/04/2009 | |
** 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). | ||
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 Number. |