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^*

Villareal Ramon

(Last)

(First)

(Middle)

C/O SUMTOTAL SYSTEMS, INC.

1808 N. SHORELINE BLVD.

(Street)

MT. VIEW

94043

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Field Operations

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2007

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	11/05/2007		A		28,500⁽¹⁾	A	$0.001	28,500⁽¹⁾	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)	$5.03	11/05/2007		A		125,000		⁽²⁾	11/04/2017	Common Stock	125,000	$0	125,000	D
Restricted Stock Units	⁽³⁾	11/05/2007		A		66,500⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	66,500⁽⁴⁾	$0	66,500⁽⁴⁾	D

Explanation of Responses:

1. One-half of these shares will vest on November 5, 2008 and the remaining shares will vest in three equal installments on each of November 5, 2009, 2010 and 2011.

2. 1/4th of the shares subject to the option to purchase vests and becomes exercisable on November 5, 2008 and 1/48th of the shares subject to the option vests and becomes exercisable on December 5, 2008 and each one-month anniversary thereafter.

3. Each restricted stock unit represents a contingent right to receive one share of SumTotal Systems, Inc.'s common stock.

4. This is the maximum number of restricted stock units that may vest. The actual number of restricted stock units that vest, if any, (such vested units being the "Total Vested Restricted Stock Units") shall be based upon the financial performance of SumTotal Systems, Inc. in fiscal year 2008 and determined no later than March 15, 2009 (the actual date of determination of the number of Total Vested Restricted Stock Units being the "Determination Date"). Any unvested restricted stock units shall be forfeited. For additional information, see SumTotal Systems, Inc.'s Current Report on Form 8-K filed on November 1, 2007.

5. If the maximum number of restricted stock units, 66,500, vest, then 33,250 restricted stock units will vest on the Determination Date and 11,083 restricted stock units shall vest on each of the 31st day of December in 2009, 2010 and 2011. If the maximum number of restricted stock units do not vest then, to the extent that any such restricted stock units vest, 1/4th of the Total Vested Restricted Stock Units shall vest on the Determination Date and 1/4th of the Total Vested Restricted Stock Units shall vest on each of the 31st day of December in 2009, 2010 and 2011 and for each unit vested, SumTotal Systems will issue one share of common stock. For additional information, see SumTotal Systems, Inc.'s Current Report on Form 8-K filed on November 1, 2007.

	/s/ Erika Rottenberg by Power of Attorney for Ramon Villareal	11/07/2007
	** 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).
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