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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HUNT JOHN (Last) (First) (Middle) PO BOX 2000 3905 DAKOTA STREET SW (Street) ALEXANDRIA MN 56308 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SoftBrands, Inc. [ SBN ]	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) 12/31/2008
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2008		P		1,947,088	A	$0.42	1,965,088(1)	I	See Footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C-1 Convertible Preferred Stock	$2.01(3)							08/17/2005	(4)	Common Stock	7,462,687		15,000	I	See Footnote(2)
Stock Purchase Warrant	$2.11(5)							08/17/2005	08/17/2015	Common Stock	1,000,000		1,000,000	I	See Footnote(2)
Stock Appreciation Right	$1.75							07/31/2006	07/31/2011	Common Stock	10,000		10,000	I	See Footnote(2)
Series D Convertible Preferred Stock	$1.67(3)							08/14/2006	(4)	Common Stock	2,994,011		5,000	I	See Footnote(2)
Stock Purchase Warrant	$1.84(5)							08/14/2006	08/15/2016	Common Stock	333,333		333,333	I	See Footnote(2)
Stock Apreciation Right	$2.13							07/31/2007(6)	07/31/2012	Common Stock	10,000		10,000	I	See Footnote(2)
Stock Apreciation Right	$1.9							10/01/2007	10/01/2012	Common Stock	5,000		5,000	I	See Footnote(2)
Stock Apreciation Right	$1							07/31/2008(6)	07/31/2013	Common Stock	15,000		15,000	I	See Footnote(2)
Right to Acquire	$0.42	12/31/2008		P		1,915,343		12/31/2008	05/15/2009	Common Stock	1,915,343	$0	1,915,343	I	See Footnote(2)

Explanation of Responses:

1. Includes 4,667 restricted stock units that vest on 7/31/09 and 2,334 restricted stock units that vest on 7/31/10.

2. The reported securities are owned directly by ABRY Mezzanine Partners, L.P. ("ABRY"). The general partner of ABRY is ABRY Mezzanine Investors, L.P. ("ABRY Investors"). ABRY Investors' general partner is ABRY Mezzanine Holdings, LLC ("ABRY Holdings") whose managing partner is Royce Yudkoff. An Investment Committee of ABRY Holdings exercises exclusive decision making authority with respect to investments by ABRY. John Hunt acts a director of the Issuer on behalf of ABRY and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein by virtue of his ownership interest in ABRY. ABRY also may be deemed a director by virtue of its right to nominate a representative to serve on SoftBrands' Board of Directors.

3. Conversion Price is subject to adjustment.

4. Each share of Preferred Stock is convertible at any time at the holder's option and, subject to satisfaction of current conditions, may be redeemed by the Issuer at any time after August 17, 2007.

5. Exercise Price subject to adjustment.

6. Exercisable with respect to 1/3 of such shares on such date and with respect to an additional cumulative 1/3 of such shares on the next three anniversaries of such date.

	John Hunt	01/05/2009
	** Signature of Reporting Person	Date
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