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* VISTA EQUITY PARTNERS FUND III GP, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 150 CALIFORNIA STREET, 19TH FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SUMTOTAL SYSTEMS INC [ SUMT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/22/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, $0.001 par value per share	10/22/2008		P		65,737	A	$4.5(1)	3,520,664	I	See footnotes(2)(5)
Common Stock, $0.001 par value per share	10/22/2008		P		7,700	A	$4.5(1)	412,390	I	See footnotes(3)(5)
Common Stock, $0.001 par value per share	10/22/2008		P		1,563	A	$4.5(1)	83,700	I	See footnotes(4)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* VISTA EQUITY PARTNERS FUND III GP, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 150 CALIFORNIA STREET, 19TH FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VEFIIGP LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 150 CALIFORNIA STREET, 19TH FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SMITH ROBERT F (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 150 CALIFORNIA STREET, 19TH FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Vista Equity Partners Fund III LP (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 150 CALIFORNIA STREET, 19TH FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On October 22, 2008, additional shares of Common Stock were purchased at a weighted average purchase price of $4.50 per share. The range of prices at which such shares were purchased is $4.44 to $4.50 per share. Upon request by the Securities and Exchange Commission staff, the Reporting Persons (as defined below) will provide full information regarding the number of shares purchased at each separate price within the range.

2. The amount reported in this row consists of shares of Common Stock that are owned by Vista Equity Partners Fund III, L.P. ("Vista Fund III"). Vista Equity Partners Fund III GP, LLC ("Vista III GP") is the general partner of Vista Fund III; accordingly, Vista III GP may be deemed to be the beneficial owner of shares owned by Vista Fund III. VEFIIGP, LLC ("Vista II GP") is the Senior Managing Member of Vista III GP; accordingly, Vista II GP may be deemed the beneficial owner of shares owned by Vista III GP. Robert F. Smith (together with Vista Fund III, Vista III GP and Vista II GP, the "Reporting Persons") is the sole member of Vista II GP; accordingly, Robert F. Smith may be deemed the beneficial owner of shares owned by Vista II GP.

3. The amount reported in this row consists of shares of Common Stock that are owned by Vista Equity Partners Fund III (Parallel), L.P. ("Vista Fund III Parallel"). Vista III GP is the general partner of Vista Fund III Parallel; accordingly, Vista III GP may be deemed to be the beneficial owner of shares owned by Vista Fund III Parallel. Vista II GP is the Senior Managing Member of Vista III GP; accordingly, Vista II GP may be deemed the beneficial owner of shares owned by Vista III GP. Robert F. Smith is the sole member of Vista II GP; accordingly, Robert F. Smith may be deemed the beneficial owner of shares owned by Vista II GP.

4. The amount reported in this row consists of shares of Common Stock that are owned by VEPF III FAF, L.P. ("Vista FAF"). Vista III GP is the general partner of Vista FAF; accordingly, Vista III GP may be deemed to be the beneficial owner of shares owned by Vista FAF. Vista II GP is the Senior Managing Member of Vista III GP; accordingly, Vista II GP may be deemed the beneficial owner of shares owned by Vista III GP. Robert F. Smith is the sole member of Vista II GP; accordingly, Robert F. Smith may be deemed the beneficial owner of shares owned by Vista II GP.

5. Each of the Reporting Persons and each of their partners, members and managers, as applicable, disclaims ownership of all securities reported herein in excess of its pecuniary interests, if any, therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	See signatures attached as Exhibit 99.1	10/23/2008
	** 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).
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