SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Brennan Anne Kathryn

(Last)

(First)

(Middle)

2100 SEAPORT BOULEVARD

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2010

3. Issuer Name and Ticker or Trading Symbol
OPENWAVE SYSTEMS INC [ OPWV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,550⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Buy)	⁽²⁾	09/11/2012	Common Stock	82	$2.72	D
Option (Right to Buy)	⁽³⁾	10/27/2013	Common Stock	800	$12.66	D
Option (Right to Buy)	⁽⁴⁾	10/27/2013	Common Stock	433	$12.66	D
Option (Right to Buy)	⁽⁵⁾	12/18/2013	Common Stock	2,500	$10.5	D
Option (Right to Buy)	⁽⁶⁾	12/20/2014	Common Stock	5,000	$14.7	D
Option (Right to Buy)	⁽⁷⁾	10/06/2015	Common Stock	2,000	$2.72	D
Option (Right to Buy)	⁽⁸⁾	09/22/2016	Common Stock	15,000	$2.72	D
Option (Right to Buy)	⁽⁹⁾	09/17/2017	Common Stock	8,140	$4.27	D
Option (Right to Buy)	⁽¹⁰⁾	07/17/2018	Common Stock	75,000	$1.51	D
Option (Right to Buy)	⁽¹¹⁾	05/28/2019	Common Stock	50,000	$1.57	D

Explanation of Responses:

1. Consists of two restricted stock awards: The first restricted stock award shall vest over four years in four equal installments of 1,250 shares on each of the first four anniversaries of the vesting commencement date of May 15, 2007; and the second restricted stock award shall vest as follows: 99% of such shares scheduled to vest on February 15, 2009 with the balance of such shares scheduled to vest after a period of thirty-six months from the vesting commencement date of September 15, 2007.

2. The shares subject to such option shall vest and become exercisable at the rate of 1/36th monthly, commencing one month from the vesting commencement date of September 11, 2002.

3. The shares subject to such option shall vest and become exercisable at the rate of 1/48th monthly, commencing one month from the vesting commencement date of April 9, 2002.

4. The shares subject to such option shall vest over a four year period, with 1/4th of the shares vesting on first anniversary after July 2, 2001, and an additional 1/48th of the shares vesting on each subsequent calendar month thereafter on the same day of the month.

5. The shares subject to such option shall vest and become exercisable at the rate of 1/48th monthly, commencing one month from the date of December 18, 2003.

6. The shares subject to such option shall vest and become exercisable at the rate of 1/36th monthly, commencing one month from the date of December 20, 2004.

7. The shares subject to such option shall vest and become exercisable at the rate of 1/36th monthly, commencing one month from the date of October 6, 2005.

8. The shares subject to such option shall vest over a three year period, with 2,500 shares vesting on March 22, 2007, and the remaining 1/36th shares vesting on each subsequent calendar month thereafter on the same day of the month.

9. The shares subject to such option shall vest and become exercisable 100% eighteen months from the date of grant of September 17, 2007.

10. The shares subject to such option shall vest and become exercisable at the rate of 1/36th monthly, commencing one month from the date of July 1, 2008.

11. The shares subject to such option shall vest and become exercisable at the rate of 1/36th monthly, commencing one month from the date of May 28, 2009.

Remarks:

	/s/ Deborah Berenjfoorosh, Attorney-in-fact for Anne Kathryn Brennan	04/08/2010
	** 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 5 (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.