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^*

ALON ZVI

(Last)

(First)

(Middle)

20883 STEVEN CREEK BLVD.

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NETMANAGE INC [ NETM ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	COB, Pres. & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2008

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	06/18/2008		U⁽¹⁾		42,352	D	$7.2	0	D
Common Stock	06/18/2008		U⁽¹⁾		5,428	D	$7.2	0	I	Alon Family Foundation⁽²⁾
Common Stock	06/18/2008		U⁽¹⁾		696,801	D	$7.2	0	I	Alon Living Trust⁽³⁾
Common Stock	06/18/2008		U⁽¹⁾		608,799	D	$7.2	0	I	Elyad, LLC⁽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)
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)	$3.96	06/18/2008		U⁽¹⁾			24,496	10/30/2008	10/30/2017	Common Stock	24,496	$0	50,504	D
Non-Qualified Stock Option (right to buy)	$3.96	06/18/2008		U⁽¹⁾			50,504	10/30/2008	10/30/2017	Common Stock	50,504	$0	0	D
Non-Qualified Stock Option (right to buy)	$4.78	06/18/2008		U⁽¹⁾			230,714	12/16/2003	12/16/2013	Common Stock	230,714	$0	0	D
Non-Qualified Stock Option (right to buy)	$4.78	06/18/2008		U⁽¹⁾			56,250	12/16/2004	12/15/2013	Common Stock	56,250	$0	0	D
Non-Qualified Stock Option (right to buy)	$5.27	06/18/2008		U⁽¹⁾			114,786	10/01/2005	09/30/2014	Common Stock	114,786	$0	0	D
Non-Qualified Stock Option (right to buy)	$5.98	06/18/2008		U⁽¹⁾			37,500	01/26/2007	01/25/2016	Common Stock	37,500	$0	0	D
Non-Qualified Stock Option (right to buy)	$6.56	06/18/2008		U⁽¹⁾			37,500	01/26/2006	01/25/2015	Common Stock	37,500	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger dated as of April 30, 2008 among the issuer, Micro Focus (US), Inc. and MF Merger Sub, Inc. in exchange for cash -- for common stock at a price per share of $7.20 and for options for the difference between $7.20 and the option exercise price; options with exercise prices greater than $7.20 per share were cancelled without payment.

2. Shares held by Alon Family Foundation with respect to which Mr. Alon has voting and investment control.

3. Shares held by Alon Family Trust with respect to which Mr. Alon has voting and investment control.

4. Shares held by Elyad, LLC with respect to which Mr. Alon has voting rights.

Remarks:

alonpoa.TXT

	By Daniel F. Torres, Attorney-in-Fact	06/20/2008
	** 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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