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^*

KRAUSE L WILLIAM

(Last)

(First)

(Middle)

C/O PACKETEER, INC.

10201 N. DE ANZA BLVD

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PACKETEER INC [ PKTR ]

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)
10/28/2003

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)
PKTR Common Stock	10/28/2003		M		7,500	A	$6.82	7,500	I	See Footnote⁽¹⁾
PKTR Common Stock	10/28/2003		M		2,900	A	$7.36	10,400	I	See Footnote⁽¹⁾
PKTR Common Stock	10/28/2003		M		100	A	$7.36	10,500	I	See Footnote⁽¹⁾
PKTR Common Stock	10/28/2003		M		2,000	A	$5.125	12,500	I	See Footnote⁽¹⁾
PKTR Common Stock	10/28/2003		S		12,400	D	$18.97	100	I	See Footnote⁽¹⁾
PKTR Common Stock	10/28/2003		S		100	D	$18.98	0	I	See Footnote⁽¹⁾

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)
Stock Option (Right to Buy)	$6.82	10/28/2003		M			7,500	05/22/2002⁽²⁾	05/22/2012	PKTR Common Stock	7,500	$6.82	7,500	D
Stock Option (Right to Buy)	$7.36	10/28/2003		M			2,900	05/23/2001⁽³⁾	05/23/2011	PKTR Common Stock	2,900	$7.36	2,100	D
Stock Option (Right to Buy)	$7.36	10/28/2003		M			100	05/23/2001⁽³⁾	05/23/2011	PKTR Common Stock	100	$7.36	2,000	D
Stock Option (Right to Buy)	$5.125	10/28/2003		M			2,000	05/02/2001⁽⁴⁾	05/02/2011	PKTR Common Stock	2,000	$5.125	2,000	D
Stock Option (Right to Buy)	$7.36							05/23/2001⁽⁴⁾	05/23/2011	PKTR Common Stock	8,000		8,000	D
Stock Option (Right to Buy)	$14.67							05/21/2003⁽²⁾	05/21/2013	PKTR Common Stock	15,000		15,000	D

Explanation of Responses:

1. Shares held by The Krause Trust dated June 21, 1994.

2. The option is exercisable immediately but vests in a series of two (2) successive equal annual installments upon the optionee's completion of each twelve months of Board service over a two-year period.

3. The option is exercisable and vests immediately.

4. The option is exercisable immediately but vests is a series of six (6) sucessive equal semi-annual installments upon the options's completeion of each six months of Board servicesover a thirty-six month period.

Remarks:

	Terrie Leivers, Attorney-in-fact	10/28/2003
	** 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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