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^*

WALDON GREGG A

(Last)

(First)

(Middle)

13799 CANDICE LANE

(Street)

EDEN PRAIRIE

55346

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SoftBrands, Inc. [ SBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CFO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2009

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	08/13/2009		D		261,875⁽¹⁾	D	$0.92	0	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 Appreciation Right	$1.72	08/13/2009		D			300,000	⁽²⁾	06/02/2011	Common Stock	300,000	⁽²⁾	0	D
Stock Appreciation Right	$1.71	08/13/2009		D			37,500	⁽²⁾	12/22/2011	Common Stock	37,500	⁽²⁾	0	D
Stock Appreciation Right	$1.9	08/13/2009		D			67,000	⁽²⁾	10/01/2012	Common Stock	67,000	⁽²⁾	0	D
Stock Appreciation Right	$1.84	08/13/2009		D			85,000	⁽²⁾	12/03/2012	Common Stock	85,000	⁽²⁾	0	D
Stock Appreciation Right	$0.52	08/13/2009		D			250,000	⁽³⁾	12/08/2013	Common Stock	250,000	$0.4	0	D

Explanation of Responses:

1. Disposed of pursuant to a merger agreement between the issuer, Steel Holdings, Inc. and its wholly owned subsidiary in consideration of the common stock merger consideration, and includes 202,375 restricted stock units that were accelerated and cancelled in the merger in exchange for the right to receive the common stock merger consideration price of $0.92 for each share subject to issuance upon settlement of such stock-based award.

2. This stock appreciation right was cancelled for no value in connection with the merger.

3. This stock appreciation right was accelerated and cancelled in the merger in exchange for a cash payment of $100,000, representing the difference between the exercise price of the SAR and the common stock merger consideration price of $0.92.

	/s/ Gregg A. Waldon	08/17/2009
	** 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).
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