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^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

47071 BAYSIDE PARKWAY

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VA SOFTWARE CORP [ lnux ]

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)
09/15/2003

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	09/15/2003		J⁽¹⁾	V	5,215	A	⁽²⁾	136,626	D⁽³⁾
Common Stock	09/15/2003		J⁽⁴⁾		2,653,626	D	⁽²⁾	1,231,000	I	Held by Sequoia Capital VIII⁽⁵⁾
Common Stock	09/15/2003		J⁽⁶⁾		49,292	D	⁽²⁾	0	I	Held by Sequoia International Technology Partners VIII⁽⁵⁾
Common Stock	09/15/2003		J⁽⁷⁾		257,175	D	⁽²⁾	0	I	Held by Sequoia International Technology Partners VIII (Q)⁽⁵⁾
Common Stock	09/15/2003		J⁽⁸⁾		419,690	D	⁽²⁾	0	I	Held by Sequoia Capital Franchise Fund⁽⁵⁾
Common Stock	09/15/2003		J⁽⁹⁾		46,632	D	⁽²⁾	0	I	Held by Sequoia Capital Franchise Partners⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		10,000	D	$5.28	1,221,000	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		83,600	D	$5.3	1,137,400	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		39,700	D	$5.3026	1,097,700	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		61,100	D	$5.3051	1,036,600	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		32,300	D	$5.3092	1,004,300	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		53,100	D	$5.3206	951,200	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		20,000	D	$5.3223	931,200	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		6,000	D	$5.3339	925,200	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		30,000	D	$5.343	895,200	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		105,000	D	$5.3671	790,200	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		55,000	D	$5.3824	735,200	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		20,300	D	$5.4	714,900	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		77,900	D	$5.4025	637,000	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		25,700	D	$5.4102	611,300	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		62,200	D	$5.46	549,100	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		81,500	D	$5.47	467,600	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		5,000	D	$5.4947	462,600	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		5,300	D	$5.5	457,300	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		30,800	D	$5.5016	426,500	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		31,400	D	$5.551	395,100	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		5,500	D	$5.7773	389,600	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		500	D	$5.8376	389,100	I	Held by Sequoia Captial VIII⁽⁵⁾
Common Stock	09/16/2003		S⁽¹⁰⁾		1,500	D	$5.8704	387,600	I	Held by Sequoia Captial VIII⁽⁵⁾

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. Liquidation distribution from Sequoia Capital Franchise Partners and Sequoia International Technology Partners VIII (Q), of which Mr. Leone is a general partner. Mr. Leone is voluntarily reporting a change in beneficial ownership pursuant to Rule 16a-13 of the Securities and Exchange Act of 1934, as amended. Mr. Leone previously reported indirect ownership of an aggregate of 303,807 shares of the issuer's common stock held by Sequoia Capital Franchise Partners and Sequoia International Technology Partners VIII (Q) to the extent of his pecuniary interest.

2. The transaction reported is a distribution by a partnership to its partners in accordance with their interest therein and, as such no payment was made for such shares upon distribution.

3. Received 2,212 shares as a liquidating distribution from Sequoia Capital Franchise Partners; Mr. Leone previously reported indirect beneficial ownership of 46,632 shares of common stock of VA Software Corporation held by Sequoia Capital Franchise Partners. Received 3,003 shares as a liquidating distribution from Sequoia International Technology Partners VIII (Q); Mr. Leone previously reported indirect beneficial ownership of 257,175 shares of common stock of VA Software Corporation held by Sequoia International Technology Partners VIII (Q).

4. Partial liquidation distribution by Sequoia Capital VIII to its partners.

5. Mr. Leone is a general partner and disclaims beneficial ownership except to the extent of his pecuniary interest.

6. Liquidation distribution by Sequoia International Technology Partners VIII to its partners.

7. Liquidation distribution by Sequoia International Technology Partners VIII (Q) to its partners.

8. Liquidation distribution by Sequoia Capital Franchise Fund to its partners.

9. Liquidation distribution by Sequoia Capital Franchise Partners to its partners.

10. Sale by Sequoia Capital VIII.

Remarks:

	Jay Seirmarco, by Power of Attorney	09/17/2003
	** 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).
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