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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 MI 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) 03/14/2011
	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	03/14/2011		J(1)		1,352,853(1)	D	$0(1)	686,777	D
Common stock	03/14/2011		J(2)		2,705,707(2)	D	$0(2)	3,111,195	I	Stock Ltd. Ptnrship
Common stock								379,362	I	ESOP/401K
Common stock								115,768	I	Revoc. Living Trust
Common stock								47,272	I	Trusts FBO Children
Common stock								6,000(3)	I	Wife, UTMA Cust for Sons

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
Prepaid Forward Contract	$7.6213(1)	03/14/2011		J(1)			2,000,000(1)	03/14/2011	03/14/2011	Common stock	2,000,000	$6.0475(1)	0.0000	D
Prepaid Forward Contract	$7.6213(2)	03/14/2011		J(2)			4,000,000(2)	03/14/2011	03/14/2011	Common stock	4,000,000	$6.0475(2)	0.0000	I	Stock Ltd. Ptnrship

Explanation of Responses:

1. On 3/13/08, Peter Karmanos, Jr. executed a prepaid forward contract for 2,000,000 shares of common stock ("1st Contract") for which he received $12,095,003.10. The 1st Contract provides that on 3/17/11 ("Settlement Date"), if the Volume Weighted Average Price over the 10-day period up to and including 3/14/11 ("Settlement Value") is more than $7.6213 but less than or equal to $11.432, Mr. Karmanos is obligated to deliver $15,242,600 (2,000,000 shares valued at $7.6213) or an equivalent number of shares (2,000,000 shares times (7.6213 divided by the Settlement Value)). The Settlement Value was $11.267 per share, so Mr. Karmanos was obligated to settle the 1st Contract for 1,352,853 shares or $15,242,595. Mr. Karmanos elected to deliver the shares on the Settlement Date and received back the remaining 647,147 shares that had been subject to the 1st Contract.

2. On 3/13/08, the Peter Karmanos, Jr. Stock Limited Partnership ("SLP") executed a prepaid forward contract for 4,000,000 shares of common stock ("2nd Contract"), for which the SLP received $24,190,006.20. The 2nd Contract provides that on 3/17/11 ("Settlement Date"), if the Volume Weighted Average Price over the 10-day period up to and including 3/14/11 ("Settlement Value") is more than $7.6213 but less than or equal to $11.432, the SLP is obligated to deliver $30,485,200 (4,000,000 shares valued at $7.6213) or an equivalent number of shares (4,000,000 shares times (7.6213 divided by the Settlement Value)). The Settlement Value was $11.267 per share, so the SLP was obligated to settle the 2nd Contract for 2,705,707 shares or $30,485,200. The SLP elected to deliver the shares on the Settlement Date and received back the remaining 1,294,293 shares that had been subject to the 2nd Contract.

3. Shares transferred to spouse as Custodian for sons under Uniform Transfer to Minors Act. Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed as admission that the Reporting Person is the Beneficial Owner of them.

	By: /s/ Daniel S. Follis, Jr., Attorney-in-Fact	03/15/2011
	** 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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