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*
DOW STEPHEN M

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CITRIX SYSTEMS INC [ CTXS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2008
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 07/25/2008 M 90,000 A $17.89 90,000 D
Common Stock 07/25/2008 S 447 D $26.37 89,553 D(1)
Common Stock 07/25/2008 S 5,000 D $26.25 84,553 D(1)
Common Stock 07/25/2008 S 200 D $26.06 84,353 D(1)
Common Stock 07/25/2008 S 2,137 D $26.05 82,216 D(1)
Common Stock 07/25/2008 S 100 D $25.91 82,116 D(1)
Common Stock 07/25/2008 S 4,900 D $25.9 77,216 D(1)
Common Stock 07/25/2008 S 10,300 D $25.7 66,916 D(1)
Common Stock 07/25/2008 S 5,000 D $25.68 61,916 D(1)
Common Stock 07/25/2008 S 400 D $25.6 61,516 D(1)
Common Stock 07/25/2008 S 12,333 D $25.28 49,183 D(1)
Common Stock 07/25/2008 S 9,700 D $25.25 39,483 D(1)
Common Stock 07/25/2008 S 5,700 D $25.2 33,783 D(1)
Common Stock 07/25/2008 S 200 D $25.16 33,583 D(1)
Common Stock 07/25/2008 S 4,100 D $25.15 29,483 D(1)
Common Stock 07/25/2008 S 5,000 D $25.1 24,483 D(1)
Common Stock 07/25/2008 S 5,000 D $25.35 19,483 D(1)
Common Stock 07/25/2008 S 4,483 D $25.3 15,000 D(1)
Common Stock 07/25/2008 S 100 D $24.96 14,900 D(1)
Common Stock 07/25/2008 S 1,100 D $24.95 13,800 D(1)
Common Stock 07/25/2008 S 5,000 D $24.89 8,800 D(1)
Common Stock 07/25/2008 S 3,800 D $24.9 5,000 D(1)
Common Stock 07/25/2008 S 5,000 D $25 0 D(1)
Common Stock 274,400 I(2) See Footnote 2
Common Stock 9,999 D(3)
Common Stock 136,050 I(4) See Footnote 4
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 (Right To Buy) $17.89 07/25/2008 M 90,000 11/02/2001 11/02/2008 Common Stock 90,000 $17.89 90,000 D
Explanation of Responses:
1. Sale pursuant to a Rule 10b5-1 Trading Policy established by Mr. Dow on 10/31/2007 for the purpose of exercising stock options scheduled to expire 11/2/2008.
2. Total common shares of 274,400 represents 266,900 of such common shares held by the Dow Family Trust (the "Dow Trust"). Stephen M. Dow ("Dow") is a trustee and beneficiary of the Dow Trust, and 7,500 of such common shares held by Dow Investments L.P. (the "Dow L.P."). Dow is a general partner of Dow L.P. and is deemed to have sole dispositive power over the shares with no pecuniary interest.
3. The 9,999 common shares are in connection with the grant of 3,333 restricted stock units ("RSU's") on 6/1/2006, 3,333 RSU's on 11/1/2007 and 3,333 RSU's on 6/2/2008, which vest in equal monthly installments over a period of one year.
4. Total common shares of 136,050 represents 133,381 of such common shares held by Sevin Rosen IX L.P. ("SRF IX"), 2,652 such common shares held by Sevin Rosen IX Affiliates Fund L.P. ("SRIX AFF"), and 17 such common shares held by SRB Associates IX L.P. ("SRB IX"). Dow is a managing member of SRB Associates IX L.L.C., the general partner of SRB IX, the general partner of SRF IX and SRIX AFF. Dow disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
John V. Jaggers, As Attorney-In-Fact 07/29/2008
** 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.