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* KOE RICHARD W (Last) (First) (Middle) 1675 S.W. MARLOW AVENUE, SUITE 315 (Street) PORTLAND OR 97225 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RAINING DATA CORP [ RDTA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/05/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, $.10 par value	10/05/2007		C		4,583,400	A	$22,917,000(1)	14,959,556(2)	I	By: Astoria Capital Partners, L.P.(2)(3)

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
5% Convertible Subordinated Note due 2008	$5	10/05/2007		C			$22,917,000(1)	02/28/2003	05/29/2008	Common Stock, $.10 par value	4,583,400	$0(1)	$0	I	By: Astoria Capital Partners, L.P.(2)(3)

1. Name and Address of Reporting Person* KOE RICHARD W (Last) (First) (Middle) 1675 S.W. MARLOW AVENUE, SUITE 315 (Street) PORTLAND OR 97225 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ASTORIA CAPITAL PARTNERS L P (Last) (First) (Middle) 1675 S.W. MARLOW AVENUE, SUITE 315 (Street) PORTLAND OR 97225 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Effective October 5, 2007, Astoria Capital Partners, L.P. ("Astoria") elected to convert in full all of the principal outstanding under the 5% Convertible Subordinated Notes due 2008 reported on Table II of this Form (the "Notes"). The Notes were convertible at a fixed conversion price of $5.00 per share (in whole multiples of $1,000), resulting in the issuance of 4,583,400 shares of Common Stock.

2. 14,894,956 shares of Common Stock reported on this Form are beneficially held by Astoria, and the balance is beneficially held by an investment fund managed by Astoria Capital Management, LLC ("ACM"), a general partner of Astoria.

3. Richard W. Koe is the Chairman of the Issuer's Board of Directors, a general partner of Astoria and a shareholder of ACM. Richard W. Koe disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in Astoria.

Remarks:

	Astoria Capital Partners, L.P.; By: Astoria Capital Management, Inc., its General Partner; By: Richard W. Koe, its President; /s/ Richard W. Koe	10/09/2007
	Richard W. Koe; /s/ Richard W. Koe	10/09/2007
	** Signature of Reporting Person	Date
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