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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COMPUWARE CORP [ CPWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/12/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/12/2007 | X(1) | 563,700(1) | D | $33.1557(1) | 5,857,300(2) | I | Karmanos Stock LLC(2) | ||
Common stock | 01/12/2007 | X(1) | 572,900(1) | D | $32.8753(1) | 5,284,400(2) | I | Karmanos Stock LLC(2) | ||
Common stock | 01/12/2007 | X(1) | 594,200(1) | D | $33.5273(1) | 4,690,200(2) | I | Karmanos Stock LLC(2) | ||
Common stock | 10/04/2006 | G | V | 9,520 | D | $0(3) | 2,764,567 | I | Revoc. Living Trust | |
Common stock | 11/15/2006 | G | V | 1,174 | D | $0(4) | 2,762,393 | I | Revoc. Living Trust | |
Common stock | 11/27/2006 | G | V | 617 | D | $0(5) | 2,761,776 | I | Revoc. Living Trust | |
Common stock | 11/27/2006 | G | V | 5,901 | D | $0(6) | 2,755,875 | I | Revoc. Living Trust | |
Common stock | 11/03/2006 | G | V | 1,000 | D | $0(7) | 2,763,567 | I | Revoc. Living Trust | |
Common stock | 12/18/2006 | G | V | 591 | D | $0(8) | 2,754,696 | I | Revoc. Living Trust | |
Common stock | 12/19/2006 | G | V | 17,879 | D | $0(9) | 2,736,817 | I | Revoc. Living Trust | |
Common stock | 12/08/2006 | G | V | 588 | D | $0(10) | 2,755,287 | I | Revoc. Living Trust | |
Common stock | 09/19/2006 | G | V | 1,000 | D | $0(7) | 2,774,087 | I | Revoc. Living Trust | |
Common stock | 459,996 | I | Bond Ltd. Partnership | |||||||
Common stock | 379,229 | I | ESOP/401K | |||||||
Common stock | 5,348,982 | I | Stock Ltd. Ptnrship | |||||||
Common stock | 47,272 | I | Trusts FBO Children |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Prepaid Forward Contract | $32.8753(1) | 01/12/2007 | X(1) | 572,900(1) | 01/12/2007 | 01/12/2007 | Common stock | 572,900 | $26.3(1) | 0(2) | I | Karmanos Stock LLC | |||
Prepaid Forward Contract | $33.1557(1) | 01/12/2007 | X(1) | 563,700(1) | 01/12/2007 | 01/12/2007 | Common stock | 563,700 | $26.525(1) | 0(2) | I | Karmanos Stock LLC | |||
Prepaid Forward Contract | $33.5273(1) | 01/12/2007 | X(1) | 594,200(1) | 01/12/2007 | 01/12/2007 | Common stock | 594,200 | $26.822(1) | 0(2) | I | Karmanos Stock LLC |
Explanation of Responses: |
1. On 11/30/99, Karmanos Stock LLC (?LLC?) entered into a prepaid forward contract under which 3 confirmations totaling 1,730,800 shares of CPWR common stock were executed on 12/10/99 (the prepaid forward contract and the 3 confirmations are collectively the ?Contract?) and the LLC received an aggregate of $45,956,839 in December 1999. The Contract provides that on 01/12/07, the LLC is to deliver to the Contract counterparty 572,900, 563,700 and 594,200 shares of CPWR common stock (or the cash equivalent) under the 3 confirmations if the ?Purchase Price Per Share? (the average closing price for 01/12/07 and the 4 trading days immediately preceding such date) is less than the ?Downside Protection Threshold Price? of $32.8753, $33.1557 and $33.5273 per share, respectively. The Purchase Price Per Share as of 01/12/07was $8.674. As a result, the LLC will deliver 1,730,800 shares of CPWR common stock to the counterparty on 01/18/07 as required by the Contract. |
2. Karmanos Stock LLC continues to hold 4,690,200 shares subject to previously reported prepaid forward contracts with terms different than those which matured on January 12, 2007. |
3. Shares gifted to the Prostate Cancer Foundation. |
4. Shares gifted to Loyola High School. |
5. Shares gifted to the Barbara Ann Karmanos Cancer Institute. |
6. Shares gifted to the Detroit Institute of Arts. |
7. Shares gifted to grandchild(ren). |
8. Shares gifted to the Friends of the Metropolis of Detroit. |
9. Shares gifted to St. Nicholas Greek Orthodox Church. |
10. Shares gifted to New Detroit, The Coalition. |
Remarks: |
By: /s/ Daniel S. Follis, Attorney in Fact | 01/17/2007 | |
** 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). | ||
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. |