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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 380 ST. PETER STREET (Street) ST. PAUL MN 55102 (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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/11/2010
	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	08/11/2010		J/K(2)(3)(4)		2,500,000	D	(2)(3)(4)	4,950,897	I	See footnote 1(1)

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
Forward sale contract (obligation to sell)	(2)(3)(4)	08/11/2010		J/K(2)(3)(4)			2,500,000	08/11/2010	08/11/2010	Common Stock	2,500,000	$0	0	I	See footnote 1(1)

Explanation of Responses:

1. 4,950,897 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. On August 11, 2010, the Trust settled a prepaid variable forward sale contract that was entered into on August 11, 2008 with an unaffiliated third party purchaser. The contract obligated the Trust to deliver to the purchaser up to 2,500,000 shares of Common Stock (or, at the Trust's election, an equivalent amount of cash) on the maturity date of the contract (August 11, 2010). 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") to secure its obligations under the contract, and retained voting rights in the Pledged Shares during the term of the pledge. The contract provided that the number of shares of Common Stock that the Trust would be obligated to deliver to the purchaser on the maturity date would be determined as follows: [CONTINUED IN FOOTNOTE 3]

3. (a) if the average closing price of the Common Stock on each of the 20 trading days immediately preceding, and including, the maturity date (the "Settlement Price") was less than or equal to $7.97 (the "Floor Price"), the Trust would deliver to the purchaser all of the Pledged Shares; (b) if the Settlement Price was between the Floor Price and $11.53 (the "Cap Price"), the Trust would deliver to the purchaser 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 was 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. [CONTINUED IN FOOTNOTE 4]

4. On August 11, 2010, the Settlement Price was less than the Floor Price. Accordingly, the Trust transferred to the purchaser all of the Pledged Shares on such date.

	/s/ Romesh Wadhwani	04/26/2011
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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