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^*

FUNARI ROBERT G

(Last)

(First)

(Middle)

111 WEST OCEAN BLVD.

(Street)

LONG BEACH

90802

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST CONSULTING GROUP INC [ FCGI ]

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)
01/11/2008

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	01/11/2008		D		23,700	D	$13⁽¹⁾	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)
Non-Qualified Stock Option (right to buy)	$5.23	01/11/2008		D			20,000	06/01/2009⁽²⁾	06/01/2014	Common Stock	20,000	$7.77⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$5.23	01/11/2008		D			4,000	06/01/2005⁽⁴⁾	⁽⁵⁾	Common Stock	4,000	$7.77⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$5.87	01/11/2008		D			4,000	⁽⁴⁾	01/01/2016	Common Stock	4,000	$7.13⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$6.11	01/11/2008		D			4,000	⁽⁴⁾	01/01/2015	Common Stock	4,000	$6.89⁽³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Merger Agreement under which Computer Sciences Corporation ("CSC") acquired the Issuer ("Merger") and which provides for the cancellation of shares of common stock of the issuer in exchange for $13.00 per share.

2. 1/5th of the shares shall vest 12 months after the date of grant and 1/60th of the shares shall vest monthly thereafter until fully vested five years from date of original grant.

3. All options were cancelled pursuant to the Merger Agreement in exchange for cash consideration equal to $13.00 per share less the exercise price.

4. 1/12th of the shares shall vest each month after the date of grant.

5. Expiration Date 6/1/2014

	By: Michael Zuercher, attorney in fact For: Robert G Funari	01/15/2008
	** 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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