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^*

COSTELLO THOMAS MICHAEL JR

(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)
	SrVP, Gen Counsel, Sec'y

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2007

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	01/30/2007		M⁽¹⁾		137,765⁽¹⁾	A	$7.8438	168,030	D
Common stock	01/30/2007		M⁽²⁾		32,475⁽²⁾	A	$7.8438	200,505	D
Common stock	01/30/2007		S⁽¹⁾		10,000⁽¹⁾	D	$8.92	190,505	D
Common stock	01/30/2007		S⁽¹⁾		25,000⁽¹⁾	D	$8.89	165,505	D
Common stock	01/30/2007		F⁽³⁾		30,264⁽³⁾	D	$8.8075	135,241	D
Common stock	01/30/2007		S⁽¹⁾		32,765⁽¹⁾	D	$8.91	102,476	D
Common stock	01/30/2007		S⁽¹⁾		70,000⁽¹⁾	D	$8.9	32,476	D
Common stock								800	I	By Children
Common stock								100	I	By IRA
Common stock								1,462	I	ESOP/401K

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)
Non-Qualified Stock Option (right to buy)	$7.8438	01/30/2007		M⁽²⁾			32,475⁽²⁾	03/31/2000	03/31/2007	Common stock	32,475	$0	137,765	D
Non-Qualified Stock Option (right to buy)	$7.8438	01/30/2007		M⁽¹⁾			137,765⁽¹⁾	03/31/2000	03/31/2007	Common stock	137,765	$0	0	D

Explanation of Responses:

1. Option was exercised during an open window period under the Company's insider trading policy. The Option was scheduled to expire on March 31, 2007, at which time the trading window would be closed. The Reporting Person's ownership position of Compuware common stock is unchanged as a result of this option exercise. One half of the sale proceeds were delivered in order to satisfy resposibilities under a divorce decree.

2. Option was exercised during an open window period under the Company's insider trading policy. The Option was scheduled to expire on March 31, 2007, at which time the trading window would be closed.

3. Shares for the value of the option exercise price and applicable taxes were transferred to Compuware Corporation pursuant to the provisions of the Non-Qualified Stock Option Agreement under which the option was granted. The Reporting Person did not sell shares in the market.

Remarks:

	Thomas M. Costello Jr.	01/31/2007
	** 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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