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

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^*

Masters Jo-Ann

(Last)

(First)

(Middle)

800 LASALLE AVENUE

SUITE 2100

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SoftBrands, Inc. [ SBN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP - GM Hospitality

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2008

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	12/08/2008		A		67,000	A	$0	97,000⁽¹⁾	D
Common Stock								5,000⁽²⁾	I	By Spouse

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)
Employee Stock Option	$1.5							03/07/2003⁽³⁾	03/07/2012	Common Stock	7,500		7,500	D
Employee Stock Option	$1.5							02/24/2005⁽³⁾	02/24/2014	Common Stock	15,000		15,000	D
Employee Stock Option	$1.5							10/26/2005⁽³⁾	10/26/2014	Common Stock	7,500		7,500	I	By Spouse
Employee Stock Option	$1.5							10/26/2005⁽³⁾	10/26/2014	Common Stock	20,000		20,000	D
Stock Appreciation Right	$1.95							12/19/2006⁽⁴⁾	12/19/2015	Common Stock	15,000		15,000	D
Stock Appreciation Right	$1.7							01/01/2008⁽⁴⁾	12/22/2011	Common Stock	50,000		50,000	D
Stock Appreciation Right	$0.98							08/04/2009⁽⁴⁾	08/04/2013	Common Stock	150,000		150,000	D
Stock Appreciation Right	$0.52	12/08/2008		A		200,000		01/01/2010⁽⁴⁾	12/08/2013	Common Stock	200,000	$0	200,000	D

Explanation of Responses:

1. Includes (a) 2,500 restricted stock units that vest on each of December 29, 2008 and 2009, (b) 5,000 restricted stock units that vest on January 1, 2009, (c) and 21,750 restricted stock units that vest on each of January 1, 2010 and 2011, (d) 19,250 restricted stock units that vest on January 1, 2012 and (e) 16,750 restricted stock units that vest on January 1, 2013.

2. Restricted stock units held by spouse, including 1,250 restricted stock units that vest on each of January 3, 2009, 2010 and 2011.

3. Fully exercisable.

4. Exercisable with respect to 25% of such shares on such date and with respect to an additional cumulative 25% of such shares on the next three anniversaries of such date.

	Jo-Ann Masters	12/30/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.