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)
09/17/2003

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	09/17/2003		S⁽¹⁾		37,000	D	$5.3743	350,600	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		22,000	D	$5.4002	328,600	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		63,000	D	$5.4049	265,600	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		15,000	D	$5.4807	250,600	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		28,000	D	$5.4831	222,600	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		46,700	D	$5.5071	175,900	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		35,000	D	$5.51	140,900	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		40,900	D	$5.5501	100,000	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		15,000	D	$5.5719	85,000	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		22,900	D	$5.5792	62,100	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		35,000	D	$5.5942	27,100	I	Held by Sequoia Captial VIII⁽²⁾
Common Stock	09/17/2003		S⁽¹⁾		27,100	D	$5.6278	0	I	Held by Sequoia Captial VIII⁽²⁾

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. Sale by Sequoia Capital VIII.

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

Remarks:

	Jay Seirmarco, by Power of Attorney	09/18/2003
	** 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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