SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

PICKUP RICHARD H/

(Last)

(First)

(Middle)

18200 VON KARMAN AVENUE

SUITE 1000

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2009

3. Issuer Name and Ticker or Trading Symbol
EPICOR SOFTWARE CORP [ EPIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	54,300	D
Common Stock	500,000	I	See footnote⁽¹⁾
Common Stock	88,750	I	See footnote⁽²⁾
Common Stock	900	I	See footnote⁽³⁾
Common Stock	300,000	I	See footnote⁽⁴⁾
Common Stock	1,315,000	I	See footnote⁽⁵⁾
Common Stock	860,000	I	See footnote⁽⁶⁾
Common Stock	211,500	I	See footnote⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. This amount reflects the amount of issuer's securities held by Pickup Family Trust, of which Mr. Pickup is the sole trustee and a co-beneficiary with his spouse. Mr. Pickup disclams, however, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act"), beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

2. This amount reflects the amount of the issuer's securities held by Mr. Pickup's spouse. Mr. Pickup disclaims, however, for purposes of Section 16 of the act, benefical ownership of such securities, except to the extent of his indirect pecuniary interest therein.

3. This amount reflects the amount of the issuer's securites held by Gamebusters, Inc., a corporation all of the issued and outstanding equity securities of which are owned by Pickup Family Trust (see footnote (1) above). Mr. Pickup disclaims, however, for the purposes of Section 16 of the Act, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

4. This amount reflects the amount of the issuer's securities held by TB Funds, LLC, a limited liability company approximately 38.12% of the membership interests in which are owned by Pickup Family Trust (see footnote (1) above). Mr. Pickup disclaims, however, for purposes of Section 16 of the Act, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

5. This amount reflects the amount of the issuer's securities held by Dito Caree LP, a limited partnership the general partner of which is Gamebusters, Inc (see footnote (3) above) and the limited partners of which are two charitable remainder trusts of which Mr. Pickup and his spouse are the current primary beneficiaries. Mr. Pickup disclaims, however, for the purposes of Section 16 of the Act, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

6. This amount reflects the amount of the issuer's securities held by Dito Devcar LP, a limited partnership the general partner of which is Gamebusters, Inc. (see footnote (3) above) and the limited partners of which are two charitable remainder trusts of which Mr. Pickup and his spouse are the current primary beneficiaries. Mr. Pickup disclaims, however, for the purposes of Section 16 of the Act, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

7. This amount reflects the amount of issuer's securities held by Pickup Charitable Unitrust I and Pickup Charitable Unitrust II, each of which is an inter vivos charitable remainder trust of which Mr. Pickup and his spouse are current income beneficiaires. Mr. Pickup disclaims, however, for purposes of Section 16 of the Act, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

	/s/ John D. Ireland, Attorney in Fact	03/09/2009
	** 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 5 (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.