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^*

STRIMAITIS VITA

(Last)

(First)

(Middle)

2755 CAMPUS DRIVE, 3RD FLOOR

(Street)

SAN MATEO

94403-2538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SERENA SOFTWARE INC [ SRNA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, General Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2006

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	03/10/2006		D		4,383⁽¹⁾	D	$24	0	D

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)
Incentive Stock Option (right to buy)	$9.07	03/10/2006		D⁽²⁾			7,704	03/10/2006⁽³⁾	08/14/2012	Common Stock	7,704	$14.93	0	D
Incentive Stock Option (right to buy)	$14.66	03/10/2006		D⁽²⁾			834	03/10/2006⁽⁴⁾	02/19/2013	Common Stock	834	$9.34	0	D
Incentive Stock Option (right to buy)	$16.08	03/10/2006		D⁽²⁾			4,285	03/01/2006	03/01/2012	Common Stock	4,285	$7.92	0	D
Incentive Stock Option (right to buy)	$16.62	03/10/2006		D⁽²⁾			2,606	03/10/2006⁽⁵⁾	05/19/2014	Common Stock	2,606	$7.38	0	D
Incentive Stock Option (right to buy)	$22.67	03/10/2006		D⁽²⁾			5,121	03/10/2006⁽⁶⁾	02/18/2014	Common Stock	5,121	$1.33	0	D
Incentive Stock Option (right to buy)	$30.937	03/10/2006		D⁽²⁾			11,258	01/18/2005	01/18/2011	Common Stock	11,258	$0	0	D
Non-Qualified Stock Option (right to buy)	$9.07	03/10/2006		D⁽²⁾			11,049	03/10/2006⁽³⁾	08/14/2012	Common Stock	11,049	$14.93	0	D
Non-Qualified Stock Option (right to buy)	$14.66	03/10/2006		D⁽²⁾			9,167	03/10/2006⁽⁴⁾	02/19/2013	Common Stock	9,167	$9.34	0	D
Non-Qualified Stock Option (right to buy)	$16.08	03/10/2006		D⁽²⁾			3,216	03/01/2006	03/01/2012	Common Stock	3,216	$7.92	0	D
Non-Qualified Stock Option (right to buy)	$16.62	03/10/2006		D⁽²⁾			22,394	03/10/2006⁽⁵⁾	05/19/2014	Common Stock	22,394	$7.38	0	D
Non-Qualified Stock Option (right to buy)	$22.52	03/10/2006		D⁽²⁾			50,000	03/10/2006⁽⁷⁾	02/24/2015	Common Stock	50,000	$1.48	0	D
Non-Qualified Stock Option (right to buy)	$22.67	03/10/2006		D⁽²⁾			24,879	03/10/2006⁽⁶⁾	02/18/2014	Common Stock	24,879	$1.33	0	D
Non-Qualified Stock Option (right to buy)	$30.937	03/10/2006		D⁽²⁾			63,742	01/18/2005	01/18/2011	Common Stock	63,742	$0	0	D

Explanation of Responses:

1. In connection with the merger of Spyglass Merger Corp. with and into the Issuer, shares of the Issuer's common stock were converted into the right to receive $24.00 per share in cash, without interest.

2. These options were tendered by the Reporting Person to the Issuer in connection with the Offer to Purchase from Eligible Employees All Outstanding Eligible Options to Purchase Common Stock for Cash (such Offer, an exhibit to the Schedule TO initially filed by the Issuer with the Commission on 2/2/06), which Offer expired on 3/10/06. All tendered options were cancelled and the Issuer paid to the Reporting Person with respect to all of the options tendered a cash amount equal to the greater of the following, less any applicable tax withholdings, (i) the aggregate "spread value" of all of such options tendered by such holder, with the spread value for such option being equal to the product of (x) the excess, if any, of $24.00 per share over the per share exercise price of such option multiplied by (y) the number of shares of the Issuer's common stock issuable upon exercise of such option and (ii) $500.

3. Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 8/14/03 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 8/14/03 until 8/14/06, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable.

4. Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 2/19/04 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 2/19/04 until 2/19/07, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable.

5. Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 5/19/05 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 5/19/05 until 5/19/08, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable.

6. Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 2/18/05 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 2/18/05 until 2/18/08, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable.

7. Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 2/24/06 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 2/24/06 until 2/24/09, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable.

	VITA A. STRIMAITIS	03/16/2006
	** Signature of Reporting Person	Date
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