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^*

KARMANOS PETER

(Last)

(First)

(Middle)

ONE CAMPUS MARTIUS

(Street)

DETROIT

48226

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2009

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	04/13/2009		G⁽¹⁾	V	1,000	D	$0⁽¹⁾	163,449	I	Revoc. Living Trust
Common stock	05/21/2009		G⁽²⁾	V	20,148	D	$0⁽²⁾	143,301	I	Revoc. Living Trust
Common stock	05/28/2009		G⁽³⁾	V	6,748	D	$0⁽³⁾	136,553	I	Revoc. Living Trust
Common stock								2,000,000⁽⁴⁾	D
Common stock								459,996	I	Bond Ltd. Partnership
Common stock								379,335	I	ESOP/401K
Common stock								5,548,982⁽⁵⁾	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)
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)
Restricted Stock Units	$0⁽⁶⁾	06/10/2009		A		158,520		06/10/2010⁽⁷⁾	⁽⁷⁾	Common stock	158,520	$0⁽⁸⁾	158,520	D

Explanation of Responses:

1. Shares gifted to grandchild(ren).

2. Shares gifted to St. Nicholas Greek Orthodox Church.

3. Shares gifted to the Michigan Opera Theater.

4. Shares are subject to a previously reported prepaid forward contract.

5. 4,000,000 shares are subject to a previously reported prepaid forward contract.

6. 1 for 1

7. Granted under the 2007 Long Term Incentive Plan pursuant to the FY10 Executive Incentive Plan. The units vest over four years in annual 25% increments on the anniversary date of the award or immediately upon death, disability or change in control and are payable in common stock upon vesting.

8. The number of units was determined based on a percentage of salary as defined in the FY10 Executive Incentive Plan divided by the closing price per share on the trading date prior to the award date.

Remarks:

	By: /s/ Daniel S. Follis, Jr., Attorney-in-Fact	06/12/2009
	** 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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