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^*

DRATLER HOWARD

(Last)

(First)

(Middle)

C/O CAPTIVA SOFTWARE CORPORATION

10145 PACIFIC HEIGHTS BLVD, SUITE 600

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPTIVA SOFTWARE CORP [ CPTV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP, Field Operations

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2005

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	12/30/2005		D		2,000⁽¹⁾	D	$22.25⁽²⁾	0	D

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)
Non-qualified stock option (right to buy)	$13.11	12/30/2005		D			200,000	⁽³⁾	11/30/2013	Common Stock	200,000	⁽³⁾	0	D
Employee stock option (right to buy)	$11.51	12/30/2005		D			10,563	⁽⁴⁾	02/08/2015	Common Stock	10,563	⁽⁴⁾	0	D
Non-qualified stock option (right to buy)	$11.51	12/30/2005		D			4,437	⁽⁴⁾	02/08/2015	Common Stock	4,437	⁽⁴⁾	0	D
Employee stock option (right to buy)	$13.32	12/30/2005		D			15,000	⁽⁵⁾	05/25/2015	Common Stock	15,000	⁽⁵⁾	0	D

Explanation of Responses:

1. Shares acquired under the issuer's employee stock purchase plan.

2. Disposed of pursuant to an Agreement and Plan of Merger between the issuer and EMC Corporation ("EMC"). The reporting person received $22.25 per share from EMC in exchange for each share of the issuer's stock owned by the reporting person on the effective date of the merger.

3. 100% of the shares subject to this option were vested as of February 9, 2005; this option was assumed by EMC in the merger and replaced with an option to purchase 326,725 shares of EMC common stock at an exercise price of $8.03 per share.

4. These options, which provided that 50% of the shares subject to the options vests on February 9, 2006 and thereafter an additional 12.5% of the shares subject to the options vests every three months until the options are fully vested on February 9, 2007, were assumed by EMC in the merger and replaced with options to purchase 24,504 shares of EMC common stock at an exercise price of $7.05 per share.

5. This option, which provided that 12.5% of the shares subject to the option vests on May 9, 2007 and thereafter an additional 12.5% of the shares subject to the option vests every three months until the option is fully vested on February 9, 2009, was assumed by EMC in the merger and replaced with an option to purchase 24,504 shares of EMC common stock at an exercise price of $8.16 per share.

	/s/ T. Cory Bleuer, Attorney-in-Fact	01/03/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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