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^*

BECKMAN ARTHUR W

(Last)

(First)

(Middle)

60 SPEAR STREET

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INDUS INTERNATIONAL INC [ IINT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CTO

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2007

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	01/09/2007		D⁽¹⁾		32,950⁽²⁾	D⁽¹⁾	$3.85⁽¹⁾	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)
Stock Option (right to buy)	$3.9375	01/09/2007		D⁽³⁾			5,500⁽³⁾	⁽³⁾	10/11/2010	Common Stock	5,500	⁽³⁾	0	D
Stock Option (right to buy)	$6.75	01/09/2007		D⁽³⁾			25,000⁽³⁾	⁽³⁾	08/08/2011	Common Stock	25,000	⁽³⁾	0	D
Stock Option (right to buy)	$1.38	01/09/2007		D⁽³⁾			100,000⁽³⁾	⁽³⁾	07/10/2012	Common Stock	100,000	⁽³⁾	0	D
Stock Option (right to buy)	$2.44	01/09/2007		D⁽⁴⁾			100,000⁽⁴⁾	⁽⁴⁾	10/24/2013	Common Stock	100,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$1.35	01/09/2007		D⁽⁴⁾			30,000⁽⁴⁾	⁽⁴⁾	08/11/2014	Common Stock	30,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$2.18	01/09/2007		D⁽⁴⁾			42,188⁽⁴⁾	⁽⁴⁾	05/13/2015	Common Stock	42,188	⁽⁴⁾	0	D
Stock Option (right to buy)	$3.35	01/09/2007		D⁽⁴⁾			56,250⁽⁴⁾	⁽⁴⁾	05/09/2016	Common Stock	56,250	⁽⁴⁾	0	D
Stock Option (right to buy)	$8.0625	01/09/2007		D⁽³⁾			65,000⁽³⁾	⁽³⁾	03/30/2010	Common Stock	65,000	⁽³⁾	0	D
Stock Option (right to buy)	$2.18	01/09/2007		D⁽⁵⁾			14,062⁽⁵⁾	⁽⁵⁾	05/13/2015	Common Stock	14,062	⁽⁵⁾	0	D
Stock Option (right to buy)	$3.35	01/09/2007		D⁽⁶⁾			18,750⁽⁶⁾	⁽⁶⁾	05/09/2016	Common Stock	18,750	⁽⁶⁾	0	D

Explanation of Responses:

1. Each share of issuer common stock was disposed of pursuant to the merger agreement between the issuer and Fortezza Iridium Holdings, Inc., ("Iridium") in exchange for $3.85 in cash (the "Merger Consideration").

2. Includes 11,050 shares purchased by the reporting person pursuant to the issuer's Employee Stock Purchase Plan.

3. This option, which was fully vested, was cancelled pursuant to the merger agreement between the issuer and Iridium in exchange for a payment of cash representing the difference between the Merger Consideration and the exercise price of the option.

4. This option, which became fully vested pursuant to the merger, was cancelled pursuant to the merger agreement between the issuer and Iridium in exchange for a payment of cash representing the difference between the Merger Consideration and the exercise price of the option.

5. On May 13, 2005, the reporting person was granted a performance-based option to purchase 14,062 shares of the issuer's common stock. The option would have vested based on the issuer's satisfaction of certain performance criteria for each of the fiscal years ending 2006, 2007 and 2008. As reported on a Form 4 filed on June 15, 2006, the performance criteria for 2006 were met, resulting in the vesting of the option as to 4,688 shares. This option, which became fully vested pursuant to the merger, was cancelled pursuant to the merger agreement between the issuer and Iridium in exchange for a payment of cash representing the difference between the Merger Consideration and the exercise price of the option.

6. On May 9, 2006, the reporting person was granted a performance-based option to purchase 18,750 shares of the issuer's common stock. The option would have vested based on the issuer's satisfaction of certain performance criteria for each of the fiscal years ending 2007, 2008 and 2009. This option, which became fully vested pursuant to the merger, was cancelled pursuant to the merger agreement between the issuer and Iridium in exchange for a payment of cash representing the difference between the Merger Consideration and the exercise price of the option.

	Arthur W. Beckman	01/11/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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