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
X	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* ELMORE WILLIAM B (Last) (First) (Middle) C/O FOUNDATION CAPITAL 75 WILLOW ROAD, SUITE 103 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ONYX SOFTWARE CORP/WA [ ONXS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/02/2006
	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	08/02/2006		D		176,713	D	$4.8(1)	0	I	See fn (2)(2)
Common Stock	08/02/2006		D		3,095	D	$4.8(1)	0	I	See fn (3)(3)
Common Stock	08/02/2006		D		2,350,339	D	$4.8(1)	0	I	See fn (4)(4)

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
Stock Option (right to buy)	$12.56(5)	08/02/2006		D			25,000(5)	(6)	04/06/2011	Common Stock	25,000	$0.00	0	D
Stock Option (right to buy)	$15.82(5)	08/02/2006		D			2,500(5)	(7)	04/05/2012	Common Stock	2,500	$0.00	0	D
Stock Option (right to buy)	$4.48(5)	08/02/2006		D			3,750(5)	(8)	01/24/2013	Common Stock	3,750	$0.00	0	D
Stock Option (right to buy)	$3.54(5)	08/02/2006		D			2,500(5)	(9)	04/06/2013	Common Stock	2,500	$0.00	0	D
Stock Option (right to buy)	$4.16(5)	08/02/2006		D			2,500(5)	(10)	06/13/2013	Common Stock	2,500	$0.00	0	D
Stock Option (right to buy)	$4.16(5)	08/02/2006		D			7,500(5)	(11)	06/13/2013	Common Stock	7,500	$0.00	0	D
Stock Option (right to buy)	$3.245	08/02/2006		D			2,500	(12)	04/06/2014	Common Stock	2,500	$0.00	0	D
Stock Option (right to buy)	$3.495	08/02/2006		D			25,000	(13)	05/03/2014	Common Stock	25,000	$0.00	0	D
Stock Option (right to buy)	$2.59	08/02/2006		D			2,500	(14)	04/06/2015	Common Stock	2,500	$0.00	0	D
Stock Option (right to buy)	$3.705	08/02/2006		D			25,000	(15)	08/08/2015	Common Stock	25,000	$0.00	0	D
Stock Option (right to buy)	$4.48	08/02/2006		D			2,500	(16)	04/06/2016	Common Stock	2,500	$0.00	0	D
Stock Option (right to buy)	$4.715	08/02/2005		D			25,000	(17)	06/08/2016	Common Stock	25,000	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between the issuer and M2M Holdings, Inc. in exchange for $4.80 per share cash.

2. Shares held by William B. Elmore as trustee of the Elmore Living Trust.

3. Shares held by Foundation Capital Entrepreneurs Fund L.L.C., which is the manager of Foundation Capital Entrepreneurs Fund L.L.C. The reporting person disclaims beneficial ownership of these securities except to the extent of his proportional interest therein.

4. Shares held by Elmore Family Investments, L.P. of which the reporting person is a general partner. The reporting person disclaims beneficial ownership of these securities except to the extent of his proportional interest therein.

5. Amount reflects a 4-for-1 reverse split of the issuer's common stock, effected on July 23, 2003.

6. This option, which vests 20% on each of 4/6/02, 4/6/03, 4/6/04, 4/6/05 and 4/6/06, was cancelled at the time of the merger. No net consideration was received.

7. This option, which vests 20% on each of 4/5/03, 4/5/04, 4/5/05, 4/5/06 and 4/6/06, was cancelled at the time of the merger. No net consideration was received.

8. This option, which vests 33.3% on each of 1/24/04, 1/24/05, and 1/24/06, was cancelled in the merger in exchange for a cash payment of $1,200, representing the difference between the exercise price and the $4.80 per share merger consideration.

9. This option, which vests 20% on each of 4/6/04, 4/6/05, 4/6/06, 4/6/07 and 4/6/08, was cancelled in the merger in exchange for a cash payment of $3,150, representing the difference between the exercise price and the $4.80 per share merger consideration.

10. This option, which vests 4.167% monthly over a two-year period, was cancelled in the merger in exchange for a cash payment of $1,600, representing the difference between the exercise price and the $4.80 per share merger consideration.

11. This option, which vests monthly over a four-year period, 7/13/03, was cancelled in the merger in exchange for a cash payment of $4,800, representing the difference between the option exercise price and the $4.80 per share merger consideration.

12. This option, which vests 20% on each of 4/6/05, 4/6/06, 4/6/07, 4/6/08 and 4/6/09, was cancelled in the merger in exchange for a cash payment of $3,887, representing the difference between the exercise price and the $4.80 per share merger consideration.

13. This option, which vests approximately 8.33% monthly, commencing 6/3/04, was cancelled in the merger in exchange for a cash payment of $32,625, which represents the difference between the option exercise price and the $4.80 per share merger consideration.

14. This option, which vests 20% on each of 4/6/06, 4/6/07, 4/6/08, 4/6/09 and 4/6/10, was cancelled in the merger in exchange for a cash payment of $5,525, representing the difference between the exercise price and the $4.80 per share merger consideration.

15. This option, which vested 25% quarterly, beginning on 9/8/05, was cancelled in the merger in exchange for a cash payment of $27,375, representing the difference between the exercise price and the $4.80 merger consideration.

16. This option, which vests 20% on each of 4/6/07, 4/6/08, 4/6/09, 4/6/10 and 4/6/11, was cancelled in the merger in exchange for a cash payment of $800, representing the difference between the exercise price and the $4.80 per share merger consideration.

17. This option, which vested 25% quarterly, beginning on 9/8/06, was cancelled in the merger in exchange for a cash payment of $2,125, representing the difference between the exercise price and the $4.80 merger consideration.

Remarks:

	/s/ Robert J. Chamberlain, attorney-in-fact for William B. Elmore	08/02/2006
	** 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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