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^*

MCNITT DOUGLAS

(Last)

(First)

(Middle)

3877 FAIRFAX RIDGE ROAD

SOUTH TOWER

(Street)

FAIRFAX

22030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEBMETHODS INC [ WEBM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel & EVP

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2007

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	05/29/2007		U		1,923⁽¹⁾	D	$9.15	25,000⁽²⁾	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)
Stock Option (to buy)	$114.88							10/02/2001⁽³⁾	10/02/2010	Common Stock	230,000		230,000	D
Stock Option (to buy)	$14.36							10/02/2001⁽³⁾	11/16/2011	Common Stock	230,000		230,000	D
Stock Option (to buy)	$8.65							02/03/2003⁽⁴⁾	01/03/2013	Common Stock	34,500		34,500	D
Stock Option (to buy)	$9.74							07/05/2003⁽⁴⁾	06/05/2013	Common Stock	22,000		22,000	D
Stock Option (to buy)	$9.72							04/09/2004⁽⁴⁾	03/09/2014	Common Stock	120,000		120,000	D
Stock Option (to buy)	$9.69							05/23/2004⁽⁴⁾	04/23/2014	Common Stock	22,000		22,000	D
Stock Option (to buy)	$5.07							07/08/2005⁽⁵⁾	06/08/2015	Common Stock	50,000		50,000	D
Stock Option (to buy)	$5.89							08/11/2005⁽⁶⁾	07/11/2015	Common Stock	62,500		62,500	D
Stock Option (to buy)	$7.09							08/01/2007⁽⁷⁾	08/01/2016	Common Stock	21,000		21,000	D

Explanation of Responses:

1. Amount represents shares acquired under the webMethods Employee Stock Purchase Plan, which includes 289 shares that were acquired during the December 31, 2006 offering.

2. These restricted shares of Common Stock will vest over four years, 25% annually on the anniversary of the date of grant.

3. Shares vest 25% on 10/2/2001 and then ratably each month through period ending 10/1/2004.

4. Option originally provided for ratable vesting over 48 months following option grant date. On December 16, 2005 vesting of the unvested portion of the option was accelerated.

5. Option vests ratably (1/48th) each month over a period of four years from the grant date.

6. Option vests ratably (1/36th) each month over a period of three years from option grant date.

7. 25% vests on first anniversary of option grant date and remainder vests ratably each month over following three years.

Remarks:

	Edmund Graff, Attorney in Fact	05/31/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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