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^*

GALLOWAY BRETT

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2004

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⁽¹⁾	02/02/2004		S		50,000	D	$16.62	1,013,591	I	See footnote⁽²⁾
PKTR Common Stock								120,000	I	See footnote⁽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)
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)
Employee Stock Option (Right to Buy)	$4.71	01/01/2004		H	V		45,834	10/22/2002⁽⁴⁾	10/22/2011	PKTR Common Stock	⁽⁶⁾	$4.71	4,166	D
Employee Stock Option (Right to Buy)	$48.063	01/01/2004		H	V		625	01/26/2001⁽⁴⁾	01/26/2010	PKTR Common Stock	⁽⁷⁾	$48.063	29,375	D
Employee Stock Option (Right to Buy)	$16.875	01/01/2004		H	V		8,125	01/29/2002⁽⁴⁾	01/29/2011	PKTR Common Stock	⁽⁸⁾	$16.875	21,875	D
Stock Option (Right to Buy)	$14.67	01/01/2004		H	V		15,000	05/21/2003⁽⁵⁾	05/21/2013	PKTR Common Stock	⁽⁹⁾	$14.67	0	D

Explanation of Responses:

1. Sale made pursuant to a written selling plan under Rule 10b5-1.

2. The shares are held by the Brett and Michelle Galloway Revocable Living Trust, of which Mr. Galloway and his wife are co-trustees.

3. Shares held by the Galloway Family 2000 Charitable Remainder Unitrust, of which Mr. Galloway is a co-trustee and which Mr. Galloway disclaims beneficial ownership of the PKTR common stock held by the trust except to the extent of his wife's pecuniary interest therein.

4. The option is exercisable as follows: (i) 25% of the option shares upon completion of one year of service from the grant date; and (ii) 1/48 of the option shares upon completion of each additional month of service.

5. 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.

6. On January 1, 2004, 45,834 shares of unvested options were cancelled

7. On January 1, 2004, 625 shares of unvested options were cancelled

8. On January 1, 2004, 8,125 shares of unvested options were cancelled

9. On January 1, 2004, 15,000 shares of unvested options were cancelled

Remarks:

	Terrie Leivers, Attorney-in-fact	02/02/2004
	** 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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