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^*

RIECHERS GENE

(Last)

(First)

(Middle)

3877 FAIRFAX RIDGE ROAD

SOUTH TOWER

(Street)

FAIRFAX

22030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEBMETHODS INC [ WEBM ]

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)
01/03/2007

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								30,125	D
Common Stock (Deferred Shares)								10,745.891⁽¹⁾	D
Common Stock (Phantom Shares)	01/03/2007		A		1,710.005	A	$7.37	14,545.304⁽²⁾	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)
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)
Stock Option (right to buy)	$6.04							12/17/1999⁽³⁾	11/17/2009	Common Stock	55,188		55,188	D
Stock Option (right to buy)	$8.85							09/28/2002⁽⁴⁾	08/28/2012	Common Stock	15,000		15,000	D
Stock Option (right to buy)	$8.32							09/26/2003⁽⁴⁾	08/26/2013	Common Stock	15,000		15,000	D
Stock Option (right to buy)	$4.29							09/26/2004⁽⁴⁾	08/26/2014	Common Stock	15,000		15,000	D
Stock Option (right to buy)	$6.81							09/30/2005⁽⁴⁾	08/30/2015	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Each Deferred Share represents a contingent right to receive one share of Common Stock. The Deferred Shares vest on the first anniversary of the date of grant. Vested shares are deliverable when the reporting person's service on the Board of Directors terminates.

2. Pursuant to the webMethods, Inc. Deferred Compensation Plan for Directors (the "Plan"), the reporting person has elected to defer receipt of his retainer and fees for attending Board and Committee meetings and receive shares of common stock valued by the quotient of the amount of Director retainer and fees accrued during the previous quarter divided by the fair market value of webMethods?s common stock, as calculated in accordance with the Plan. The Phantom Shares will be paid to the Reporting Person in the form of common stock, as soon as practicable after the earlier of the Reporting Person?s termination of service as a director or the termination of the Plan.

3. Option vests ratably over 36 months following option grant date.

4. Option vests ratably over twelve months following option grant date.

Remarks:

	Edmund Graff, Attorney in Fact	01/05/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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