X0202 4 2006-08-02 1 0001014383 ONYX SOFTWARE CORP/WA ONXS 0001078748 ELMORE WILLIAM B C/O FOUNDATION CAPITAL 75 WILLOW ROAD, SUITE 103 MENLO PARK CA 94025 1 0 1 0 Common Stock 2006-08-02 4 D 0 176713 4.80 D 0 I See fn (2) Common Stock 2006-08-02 4 D 0 3095 4.80 D 0 I See fn (3) Common Stock 2006-08-02 4 D 0 2350339 4.80 D 0 I See fn (4) Stock Option (right to buy) 12.56 2006-08-02 4 D 0 25000 0.00 D 2011-04-06 Common Stock 25000 0 D Stock Option (right to buy) 15.82 2006-08-02 4 D 0 2500 0.00 D 2012-04-05 Common Stock 2500 0 D Stock Option (right to buy) 4.48 2006-08-02 4 D 0 3750 0.00 D 2013-01-24 Common Stock 3750 0 D Stock Option (right to buy) 3.54 2006-08-02 4 D 0 2500 0.00 D 2013-04-06 Common Stock 2500 0 D Stock Option (right to buy) 4.16 2006-08-02 4 D 0 2500 0.00 D 2013-06-13 Common Stock 2500 0 D Stock Option (right to buy) 4.16 2006-08-02 4 D 0 7500 0.00 D 2013-06-13 Common Stock 7500 0 D Stock Option (right to buy) 3.245 2006-08-02 4 D 0 2500 0.00 D 2014-04-06 Common Stock 2500 0 D Stock Option (right to buy) 3.495 2006-08-02 4 D 0 25000 0.00 D 2014-05-03 Common Stock 25000 0 D Stock Option (right to buy) 2.59 2006-08-02 4 D 0 2500 0.00 D 2015-04-06 Common Stock 2500 0 D Stock Option (right to buy) 3.705 2006-08-02 4 D 0 25000 0.00 D 2015-08-08 Common Stock 25000 0 D Stock Option (right to buy) 4.48 2006-08-02 4 D 0 2500 0.00 D 2016-04-06 Common Stock 2500 0 D Stock Option (right to buy) 4.715 2005-08-02 4 D 0 25000 0.00 D 2016-06-08 Common Stock 25000 0 D Disposed of pursuant to merger agreement between the issuer and M2M Holdings, Inc. in exchange for $4.80 per share cash. Shares held by William B. Elmore as trustee of the Elmore Living Trust. Shares held by Foundation Capital Entrepreneurs Fund L.L.C., which is the manager of Foundation Capital Entrepreneurs Fund L.L.C. The reporting person disclaims beneficial ownership of these securities except to the extent of his proportional interest therein. Shares held by Elmore Family Investments, L.P. of which the reporting person is a general partner. The reporting person disclaims beneficial ownership of these securities except to the extent of his proportional interest therein. Amount reflects a 4-for-1 reverse split of the issuer's common stock, effected on July 23, 2003. This option, which vests 20% on each of 4/6/02, 4/6/03, 4/6/04, 4/6/05 and 4/6/06, was cancelled at the time of the merger. No net consideration was received. This option, which vests 20% on each of 4/5/03, 4/5/04, 4/5/05, 4/5/06 and 4/6/06, was cancelled at the time of the merger. No net consideration was received. This option, which vests 33.3% on each of 1/24/04, 1/24/05, and 1/24/06, was cancelled in the merger in exchange for a cash payment of $1,200, representing the difference between the exercise price and the $4.80 per share merger consideration. This option, which vests 20% on each of 4/6/04, 4/6/05, 4/6/06, 4/6/07 and 4/6/08, was cancelled in the merger in exchange for a cash payment of $3,150, representing the difference between the exercise price and the $4.80 per share merger consideration. This option, which vests 4.167% monthly over a two-year period, was cancelled in the merger in exchange for a cash payment of $1,600, representing the difference between the exercise price and the $4.80 per share merger consideration. This option, which vests monthly over a four-year period, 7/13/03, was cancelled in the merger in exchange for a cash payment of $4,800, representing the difference between the option exercise price and the $4.80 per share merger consideration. This option, which vests 20% on each of 4/6/05, 4/6/06, 4/6/07, 4/6/08 and 4/6/09, was cancelled in the merger in exchange for a cash payment of $3,887, representing the difference between the exercise price and the $4.80 per share merger consideration. This option, which vests approximately 8.33% monthly, commencing 6/3/04, was cancelled in the merger in exchange for a cash payment of $32,625, which represents the difference between the option exercise price and the $4.80 per share merger consideration. This option, which vests 20% on each of 4/6/06, 4/6/07, 4/6/08, 4/6/09 and 4/6/10, was cancelled in the merger in exchange for a cash payment of $5,525, representing the difference between the exercise price and the $4.80 per share merger consideration. This option, which vested 25% quarterly, beginning on 9/8/05, was cancelled in the merger in exchange for a cash payment of $27,375, representing the difference between the exercise price and the $4.80 merger consideration. This option, which vests 20% on each of 4/6/07, 4/6/08, 4/6/09, 4/6/10 and 4/6/11, was cancelled in the merger in exchange for a cash payment of $800, representing the difference between the exercise price and the $4.80 per share merger consideration. This option, which vested 25% quarterly, beginning on 9/8/06, was cancelled in the merger in exchange for a cash payment of $2,125, representing the difference between the exercise price and the $4.80 merger consideration. /s/ Robert J. Chamberlain, attorney-in-fact for William B. Elmore 2006-08-02