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^*

PATTERSON ARTHUR C

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PORTAL SOFTWARE INC [ PRSF ]

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)
09/23/2003

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	09/23/2003		S		494,460	D	$3.2542	2,913,353	I	By A5 L.P.⁽¹⁾
Common Stock	09/24/2003		S		329,640	D	$3.185	2,583,713	I	By A5 L.P.⁽²⁾
Common Stock	09/23/2003		S		66,240	D	$3.2542	390,389	I	By AISTF L.P.⁽³⁾
Common Stock	09/24/2003		S		44,160	D	$3.185	346,229	I	By AISTF L.P.⁽⁴⁾
Common Stock	09/23/2003		S		9,840	D	$3.2542	57,808	I	By AK5 L.P.⁽⁵⁾
Common Stock	09/24/2003		S		6,560	D	$3.185	51,248	I	By AK5 L.P.⁽⁶⁾
Common Stock	09/23/2003		S		29,460	D	$3.2542	173,490	I	By AI96 L.P.⁽⁷⁾
Common Stock	09/24/2003		S		19,640	D	$3.185	153,850	I	By AI96 L.P.⁽⁸⁾
Common Stock								628,065	D
Common Stock								210,132	I	By ECPP⁽⁹⁾
Common Stock								689	I	By AI99C L.P.⁽¹⁰⁾
Common Stock								517,712	I	By ACPFLP L.P.⁽¹¹⁾
Common Stock								11,904	I	By children⁽¹²⁾

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)

Explanation of Responses:

1. Owned by Accel V L.P. ("A5"). The reporting person is a managing member of Accel V Associates L.L.C., the general partner of A5. Reporting person disclaims beneficial ownership within the meaning of the Exchange Act of 1934 (the "1934 Act") except to the extent of his pecuniary interest therein.

2. Owned by Accel V L.P. ("A5"). The reporting person is a managing member of Accel V Associates L.L.C., the general partner of A5. Reporting person disclaims beneficial ownership within the meaning of the Exchange Act of 1934 (the "1934 Act") except to the extent of his pecuniary interest therein.

3. Owned by Accel Internet/Strategic Technology Fund L.P. ("AISTF"). The reporting person is a managing member of Accel Internet/Strategic Technology Fund Associates, L.L.C., the general partner of AISTF. Reporting person disclaims beneficial ownership within the meaning of the 1934 Act, except to the extent of his pecuniary interest therein.

4. Owned by Accel Internet/Strategic Technology Fund L.P. ("AISTF"). The reporting person is a managing member of Accel Internet/Strategic Technology Fund Associates, L.L.C., the general partner of AISTF. Reporting person disclaims beneficial ownership within the meaning of the 1934 Act, except to the extent of his pecuniary interest therein.

5. Owned by Accel Keiretsu V L.P. ("AK5"). The reporting person is a managing member of Accel Keiretsu V Associates, L.L.C. ("AK5A"), the general partner of AK5. Reporting person disclaims beneficial ownership within the meaning of the 1934 Act, except to the extent of his pecuniary interest therein.

6. Owned by Accel Keiretsu V L.P. ("AK5"). The reporting person is a managing member of Accel Keiretsu V Associates, L.L.C. ("AK5A"), the general partner of AK5. Reporting person disclaims beneficial ownership within the meaning of the 1934 Act, except to the extent of his pecuniary interest therein.

7. Owned by Accel Investors '96 L.P. ("AI96"). The reporting person is a general partner of AI96. Reporting person disclaims beneficial ownership within the meaning of the 1934 Act, except to the extent of his pecuniary interest therein.

8. Owned by Accel Investors '96 L.P. ("AI96"). The reporting person is a general partner of AI96. Reporting person disclaims beneficial ownership within the meaning of the 1934 Act, except to the extent of his pecuniary interest therein.

9. Owned by Ellmore C. Patterson Partners ("ECPP"). The reporting person is the general partner of ECPP. Reporting person disclaims beneficial ownership within the meaning of the 1934 Act, except to the extent of his pecuniary interest therein.

10. Owned by Accel Investors '99(C)L.P. ("AI99C"). The reporting person is a general partner of AI99C. Reporting person disclaims beneficial ownership within the meaning of the 1934 Act, except to the extent of his pecuniary interest therein.

11. Owned by ACP Family Partnership L.P. ("ACPFLP"). The reporting person is the general partner of ACPFLP. Reporting person disclaims beneficial ownership within the meaning of the 1934 Act, except to the extent of his pecuniary interest therein.

12. Shares held by the children of the reporting person. Reporting person disclaims beneficial ownership within the meaning of the 1934 Act, except to the extent of his pecuniary interest therein.

	/s/ Tracy L. Sedlock as Attorney-in-Fact	09/24/2003
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.