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^*

PASSPORT MANAGEMENT LLC

(Last)

(First)

(Middle)

402 JACKSON STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTRAWARE INC [ ITRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2004

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)
Common Stock	03/19/2004		P		9,380⁽⁶⁾	A	$1.68	6,915,221	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/19/2004		P		15,420⁽⁵⁾	A	$1.68	6,930,641	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/22/2004		P		14,710⁽⁶⁾	A	$1.68	6,945,351	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/23/2004		P		12,627⁽⁶⁾	A	$1.69	6,957,978	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/24/2004		P		66,996⁽⁶⁾	A	$1.77	7,024,974	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/24/2004		P		16,556⁽⁵⁾	A	$1.77	7,041,530	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/25/2004		P		12,577⁽⁶⁾	A	$1.84	7,054,107	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/25/2004		P		20,033⁽⁵⁾	A	$1.84	7,074,140	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/31/2004		P		45,654⁽⁶⁾	A	$1.65	7,119,794	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/01/2004		P		5,200⁽⁶⁾	A	$1.61	7,124,994	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/02/2004		P		10,438⁽⁶⁾	A	$1.66	7,135,432	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/05/2004		P		39,795⁽⁶⁾	A	$1.67	7,175,227	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/06/2004		P		32,960⁽⁶⁾	A	$1.68	7,208,187	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/08/2004		P		9,637⁽⁶⁾	A	$1.7	7,217,824	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/12/2004		S		73,026⁽⁵⁾	D	$1.86	7,144,798	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/13/2004		S		20,161⁽⁶⁾	D	$1.93	7,124,637	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/13/2004		S		43,539⁽⁵⁾	D	$1.93	7,081,098	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/14/2004		S		40,481⁽⁶⁾	D	$1.98	7,040,617	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/14/2004		S		59,994⁽⁵⁾	D	$1.98	6,980,623	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stocks	04/15/2004		S		29,746⁽⁶⁾	D	$2.02	6,950,877	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/15/2004		S		44,084⁽⁵⁾	D	$2.02	6,906,793	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/16/2004		S		9,462⁽⁶⁾	D	$2.04	6,897,331	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Commn Stock	04/16/2004		S		14,022⁽⁵⁾	D	$2.04	6,883,309	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/21/2004		P		11,122⁽⁶⁾	A	$1.91	6,894,431	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/21/2004		P		16,483⁽⁵⁾	A	$1.91	6,910,914	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/22/2004		P		33,592⁽⁶⁾	A	$1.97	6,944,506	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/22/2004		P		49,783⁽⁵⁾	A	$1.97	6,994,289	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/26/2004		P		3,948⁽⁶⁾	A	$1.99	6,998,237	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/26/2004		P		5,852⁽⁵⁾	A	$1.99	7,004,089	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/27/2004		P		8,437⁽⁶⁾	A	$2	7,012,526	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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)

Explanation of Responses:

1. As of the earliest reported transaction on this Form 4, the shares reported in this response are beneficially owned by Passport Master Fund LP (4,201,372 shares), a British Virgin Islands international limited partnership, and Passport Master Fund II, LP (1,807,815 shares), a British Virgin Islands international limited partnership (each, a "Partnership," together, the "Partnerships") and indirectly beneficially owned by Passport Management, LLC (6,009,187 shares), a Delaware limited liability company and both Partnerships' investment adviser (Passport"), Passport Capital, LLC (6,009,187 shares), a Delaware limited liability company and Passport's managing member, Passport Holdings, LLC (6,009,187 shares), a Delaware limited liability company and both Partnerships' general partner, Ralph K McCluskey (6,009,187 shares), a natural person and control person and co-manager of Passport, and John H. Burbank (6,009,187 shares), a natural person and a control person and co-manager of Passport.

2. Pursuant to the operating agreement of Passport, Ralph K. McCluskey and John H. Burbank, in their separate capacities as control persons and co-managing partners of Passport Capital, LLC, the managing member of Passport, are authorized, among other things, to indirectly and jointly direct the activities of Passport Management, LLC and, thereby, to invest the funds of the Partnerships in the common stock described herein as being indirectly beneficially owned by Passport.

3. Pursuant to the operating agreement of Passport Capital, LLC, Ralph K. McCluskey does not have sole voting or dispositive power over the stock being reported herein. This joint filing on Form 4 shall not be deemed an admission that Mr. McCluskey is, for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities reported in this joint filing. Mr. McCluskey disclaims beneficial ownership of the shares being reported in this response except to the extent that he has an indirect pecuniary interest therein.

4. Pursuant to the operating agreement of Passport Capital, LLC, John H. Burbank does not have sole voting or dispositive power over the stock being reported herein. This joint filing on Form 4 shall not be deemed an admission that Mr. Burbank is, for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities reported in this joint filing. Mr. Burbank disclaims beneficial ownership of the shares being reported in this response except to the extent that he has an indirect pecuniary interest therein. In addition to the transactions being reported herein, Mr. Burbank beneficially owns 39,100 shares of the common stock of the issuer in various personal accounts over which he does have direct and sole voting and dispositive power.

5. Shares beneficially owned by Passport Master Fund LP.

6. Shares beneficially owned by Passport Master Fund II, LP.

	PASSPORT MANAGEMENT, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner	07/07/2004
	PASSPORT CAPITAL, LLC, By: John H. Burbank, its managing partner	07/07/2004
	PASSPORT HOLDINGS, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner	07/07/2004
	PASSPORT MASTER FUND, LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner	07/07/2004
	PASSPORT MASTER FUND II, LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner	07/07/2004
	John H Burbank	07/07/2004
	Ralph J. McCluskey	07/07/2004
	** 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).
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.