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*
JOHNSTON WILLIAM D
(Last) (First) (Middle)
211 SOUTH ROSE STREET
(Street)
KALAMAZOO MI 49007
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOFTECH INC [ SOFT.OB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/19/1996
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)
Code V Amount (A) or (D) Price
Common Stock, $.10 par value 10/19/1996 P 5,000 A $2.55 25,000 I In Trust for Spouse, Ronda E. Stryker
Common Stock, $.10 par value 12/22/1998 P 15,000 A $2.53 40,000 I In Trust for Spouse, Ronda E. Stryker
Common Stock, $.10 par value 12/22/1998 P 5,000 A $2.46 45,000 I In Trust for Spouse, Ronda E. Stryker
Common Stock, $.10 par value 02/23/1999 P 40,000 A $2.11 85,000 I In Trust for Spouse, Ronda E. Stryker
Common Stock, $.10 par value 11/03/1999 P 5,000 A $1.25 90,000 I In Trust for Spouse, Ronda E. Stryker
Common Stock, $.10 par value 10/26/1998 J(1) 1,099,948 A $2.73 1,099,948 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 08/31/1999 P 55,000 A $1.4 1,154,948 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 09/01/1999 P 10,000 A $1.4 1,164,948 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 09/02/1999 P 12,500 A $1.52 1,177,448 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 09/03/1999 P 5,000 A $1.52 1,182,448 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 09/08/1999 P 7,500 A $1.52 1,189,948 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 09/13/1999 P 7,000 A $1.52 1,196,948 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 09/14/1999 P 3,000 A $1.49 1,199,948 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 10/28/1999 P 12,300 A $1 1,212,248 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 02/29/2000 C 807,972(2) A $1.86 2,020,220 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 05/26/2000 C 1,783,000(3) A $1.0781 3,803,220 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 03/27/2002 C 1,463,452(3) A $1.0781 5,266,672 I By Greenleaf Capital, Inc.
Common Stock, $.10 par value 06/12/2007 P 21,571 A $0.08 5,288,243 I By Greenleaf Capital, Inc.
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $1.88 04/17/1997 A 10,000 (4) 04/17/2007 Common Stock 10,000 $0 10,000 D
Stock Option $4.63 04/17/1998 A 3,000 (4) 04/17/2008 Common Stock 3,000 $0 13,000 D
Stock Option $2.03 04/19/1999 A 3,000 (4) 04/19/2009 Common Stock 3,000 $0 16,000 D
Stock Option $0.18 04/17/2002 A 3,000 (4) 04/17/2012 Common Stock 3,000 $0 19,000 D
Stock Option $0.13 04/16/2003 A 3,000 (4) 04/16/2013 Common Stock 3,000 $0 22,000 D
Stock Option $0.26 04/16/2004 A 3,000 (4) 04/16/2014 Common Stock 3,000 $0 25,000(5) D
Convertible Note $1.2(6) 10/31/1999 A $1,500,000 10/31/1999 (7) Common Stock 807,922 $1,500,000 0(8) I By Greenleaf Capital, Inc.
Call Option (obligation to sell to Issuer) $1.233 10/31/1999 D 1(9) 10/31/1999 (7) Common Stock 807,922 $0 0(9) I By Greenleaf Capital, Inc.
Convertible Note $1.0781(10) 05/26/2000 A $3,500,000 05/26/2000 (7) Common Stock 3,246,452 $3,500,000 0(8) I By Greenleaf Capital, Inc.
Call Option (obligation to sell to Issuer) $1.233 05/26/2000 D 1(9) 05/26/2000 (7) Common Stock 3,246,452 $0 0(9) I By Greenleaf Capital, Inc.
Convertible Note $1.2 02/29/2000 C $1,500,000 10/31/1999 (7) Common Stock 807,922 $0 0 I By Greenleaf Capital, Inc.
Convertible Note $1.0781 03/27/2002 C $1,577,748 05/26/2000 (7) Common Stock 1,463,452 $0 0(8) I By Greenleaf Capital, Inc.
Convertible Note $1.0781 05/26/2000 C $1,922,252 05/26/2000 (7) Common Stock 1,783,000 $0 0 I By Greenleaf Capital, Inc.
Explanation of Responses:
1. An aggregate of 1,099,948 shares acquired directly from the issuer in connection with (i) Greenleaf Capital, Inc. agreeing to convert 1.5M of outstanding indebtedness into common stock and (ii) the investment of an additional $1.5M in cash by Greenleaf Capital, Inc.
2. These shares were acquired directly from the issuer in connection with the conversion of $1.5M of indebtedness into common stock.
3. These shares (an aggregate of 3,246,452 shares) were acquired directly from the issuer in connection with the conversion issuer of an aggregate of $3.5 million of indebtedness into common stock. Of the aggregate 3,246,452 shares, 1,783,000 were issued on 05/26/00, and the remaining 1,463,452 shares were issued on 03/27/02.
4. The options become exercisable in five equal installments commencing on the date of grant.
5. As of the date of this report, the reporting person beneficially owned options to purchase 9,000 shares of issuer common stock, the other options reported herein expired without being exercised.
6. The conversion price was equal to the greater of $1.20 (fixed price) or the average closing sale price of the Issuer's common stock for the five trading days prior to conversion.
7. Each of the derivative securities has a perpetual term.
8. Each of the convertible notes is represented by a single contract. As of the date of filing of this Form 4, the Reporting Person no longer beneficially owns any convertible notes.
9. Each of the call options is represented by a single contract.
10. The conversion price was equal to the lesser of #1.0781 (fixed price) or the average closing sale price of the Issuer's common stock for the five trading days prior to conversion.
/s/ William D. Johnston 08/01/2009
** 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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