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^*

Van Siclen John

(Last)

(First)

(Middle)

ONE CAMPUS MARTIUS

(Street)

DETROIT

48226-5099

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMPUWARE CORP [ CPWR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP and General Manager

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014

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	12/15/2014		D		4,227	D	$10.3892	0.0000	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)
Dividend Equivalent Rights	⁽¹⁾	12/15/2014		D			9,294.9689	⁽¹⁾	⁽¹⁾	Common stock	9,294.9689	$10.3892⁽¹⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$8.2958	12/15/2014		D			283,100	02/24/2013⁽²⁾	02/24/2022	Common stock	283,100	$2.0934⁽³⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$9.9758	12/15/2014		D			350,000	05/01/2015⁽²⁾	05/01/2024	Common stock	350,000	$0.4134⁽³⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$9.3458	12/15/2014		D			50,000	05/31/2015⁽⁴⁾	09/27/2022	Common stock	50,000	$1.0434⁽³⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$9.9758	12/15/2014		D			151,210	05/31/2017⁽⁴⁾	05/01/2024	Common stock	151,210	$0.4134⁽³⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$10.0058	12/15/2014		D			57,034	06/27/2014⁽⁵⁾	06/27/2023	Common stock	57,034	$0.3834⁽³⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$9.6058	12/15/2014		D			30,522	09/01/2013⁽⁵⁾	09/01/2022	Common stock	30,522	$0.7834⁽³⁾	0.0000	D
Restricted Stock Units	⁽⁶⁾	12/15/2014		D			85,650	01/21/2014⁽⁷⁾	01/21/2016⁽⁷⁾	Common stock	85,650	$10.3892⁽⁸⁾	0.0000	D
Restricted Stock Units	⁽⁶⁾	12/15/2014		D			261,197	05/01/2015⁽⁹⁾	⁽⁹⁾	Common stock	261,197	$10.3892⁽⁸⁾	0.0000	D
Restricted Stock Units	⁽⁶⁾	12/15/2014		D			10,827	06/27/2014⁽¹⁰⁾	⁽¹⁰⁾	Common stock	10,827	$10.3892⁽⁸⁾	0.0000	D
Restricted Stock Units	⁽⁶⁾	12/15/2014		D			6,256	09/01/2013⁽¹⁰⁾	09/01/2016⁽¹⁰⁾	Common stock	6,256	$10.3892⁽⁸⁾	0.0000	D

Explanation of Responses:

1. Each dividend equivalent right ("DER") is in the form of RSUs that vest at the time the associated award vests and is the econimic equivalent of one share of Compuware common stock. The DERs were cancelled in the merger in exchange for cash consideration equal to the merger consideration per share multiplied by the number of RSUs held at the time of the merger.

2. The stock option vests on the anniversary date of the grant over three (3) years as follows: 40% on the first anniversary, 30% on the second anniversary and the remaining 30% on the third anniversary.

3. The option was cancelled in the merger in exchange for cash consideration. The exercise price was previously reduced by $0.3842 pursuant to the terms of the plan to reflect the Covisint Corporation spin-off. The cash consideration equals the difference between the merger consideration per share and the adjusted exercise price per share, multiplied by the number of unexercised options held at the time of the merger.

4. The stock option would have vested upon the satisfaction of certain performance conditions.

5. The stock option vests annually on the anniversary of the grant in 25% increments.

6. 1 for 1

7. The RSU vests on the anniversary date of the grant over three (3) years as follows: 40% on the first anniversary, 30% on the second anniversary and the remaining 30% on the third anniversary.

8. The restricted stock units ("RSUs") were cancelled in the merger in exchange for cash consideration equal to the merger consideration per share multiplied by the number of RSUs held at the time of the merger.

9. 36,197 RSUs vest annually on the anniversary of the grant in 25% increments and 225,000 RSUs vest on the anniversary date of the grant over three (3) years as follows: 40% on the first anniversary, 30% on the second anniversary and the remaining 30% on the third anniversary.

10. The RSU vests annually on the anniversary of the grant in 25% increments.

	By: /s/ Daniel S. Follis, Jr., Attorney-in-Fact	12/15/2014
	** 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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