X0202 4 2007-11-07 0 0001031798 BEA SYSTEMS INC BEAS 0001264142 DENTINGER MARK P 2315 NORTH FIRST STREET SAN JOSE CA 95131 0 1 0 0 EVP & Chief Financial Officer Incentive Stock Option (right to buy) 3.75 2007-11-07 4 D 0 1252 D 2009-03-31 Common Stock 1252 0 D Non-qualified Stock Option (right to buy) 4.125 2007-11-07 4 A 0 1252 A 2009-03-31 Common Stock 1252 1252 D Incentive Stock Option (right to buy) 38.6094 2007-11-07 4 D 0 2813 D 2010-06-27 Common Stock 2813 0 D Non-qualified Stock Option (right to buy) 48.00 2007-11-07 4 A 0 2813 A 2010-06-27 Common Stock 2813 2813 D Non-qualified Stock Option (right to buy) 38.6094 2007-11-07 4 D 0 4687 D 2010-06-27 Common Stock 4687 0 D Non-qualified Stock Option (right to buy) 49.00 2007-11-07 4 A 0 4687 A 2010-06-27 Common Stock 4687 4687 D Non-qualified Stock Option (right to buy) 53.125 2007-11-07 4 D 0 100 D 2011-01-03 Common Stock 100 0 D Non-qualified Stock Option (right to buy) 68.125 2007-11-07 4 A 0 100 A 2011-01-03 Common Stock 100 100 D Incentive Stock Option (right to buy) 32.37 2007-11-07 4 D 0 1042 D 2011-05-14 Common Stock 1042 0 D Non-qualified Stock Option (right to buy) 39.01 2007-11-07 4 A 0 1042 A 2011-05-14 Common Stock 1042 1042 D Non-qualified Stock Option (right to buy) 32.37 2007-11-07 4 D 0 8958 D 2011-05-14 Common Stock 8958 0 D Non-qualified Stock Option (right to buy) 39.01 2007-11-07 4 A 0 8958 A 2011-05-14 Common Stock 8958 8958 D Incentive Stock Option (right to buy) 11.70 2007-11-07 4 D 0 5669 D 2011-11-02 Common Stock 5669 0 D Non-qualified Stock Option (right to buy) 16.42 2007-11-07 4 A 0 5669 A 2011-11-02 Common Stock 5669 5669 D Incentive Stock Option (right to buy) 9.29 2007-11-07 4 D 0 1563 D 2012-05-13 Common Stock 1563 0 D Non-qualified Stock Option (right to buy) 11.05 2007-11-07 4 A 0 1563 A 2012-05-13 Common Stock 1563 1563 D Non-qualified Stock Option (right to buy) 9.29 2007-11-07 4 D 0 7680 D 2012-05-13 Common Stock 7680 0 D Non-qualified Stock Option (right to buy) 11.05 2007-11-07 4 A 0 7680 A 2012-05-13 Common Stock 7680 7680 D Non-qualified Stock Option (right to buy) 5.865 2007-11-07 4 D 0 100000 D 2012-11-12 Common Stock 100000 0 D Non-qualified Stock Option (right to buy) 12.03 2007-11-07 4 A 0 100000 A 2012-11-12 Common Stock 100000 100000 D Non-qualified Stock Option (right to buy) 8.54 2007-11-07 4 D 0 100000 D 2014-11-16 Common Stock 100000 0 D Non-qualified Stock Option (right to buy) 8.66 2007-11-07 4 A 0 100000 A 2014-11-16 Common Stock 100000 100000 D In a Form 3 filed on September 26, 2003, the reporting person reported that on March 31, 1999, he was granted an incentive stock option to purchase 1,252 shares of common stock having an exercise price of $3.75 per share. The option was 100% vested on March 31, 2003. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $4.125 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $4.125 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. The historic numbers above have been adjusted for stock splits on December 20, 1999 and April 25, 2000. In a Form 3 filed on September 26, 2003, the reporting person reported that on June 27, 2000, he was granted an incentive stock option to purchase 2,813 shares of common stock having an exercise price of $38.6094 per share. The option was 100% vested on June 27, 2004. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $48.00 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $48.00 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. In a Form 3 filed on September 26, 2003, the reporting person reported that on June 27, 2000, he was granted a non-qualified stock option to purchase 4,687 shares of common stock having an exercise price of $38.6094 per share. The option was 100% vested on June 27, 2004. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $49.00 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $49.00 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. In a Form 3 filed on September 26, 2003, the reporting person reported that on January 1, 2001, he was granted a non-qualified stock option to purchase 100 shares of common stock having an exercise price of $53.125 per share. The option was 100% vested on January 1, 2002. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $68.125 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $68.125 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. In a Form 3 filed on September 26, 2003, the reporting person reported that on May 14, 2001, he was granted an incentive stock option to purchase 1,042 shares of common stock having an exercise price of $32.37 per share. The option was 100% vested on May 14, 2005. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $39.01 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $39.01 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. In a Form 3 filed on September 26, 2003, the reporting person reported that on May 14, 2001, he was granted a non-qualified stock option to purchase 8,958 shares of common stock having an exercise price of $32.37 per share. The option was 100% vested on May 14, 2005. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $39.01 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $39.01 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. In a Form 3 filed on September 26, 2003, the reporting person reported that on November 2, 2001, he was granted an incentive stock option to purchase 5,669 shares of common stock having an exercise price of $11.70 per share. The option was 100% vested on November 2, 2005. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $16.42 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $16.42 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. In a Form 3 filed on September 26, 2003, the reporting person reported that on May 13, 2002, he was granted an incentive stock option to purchase 1,563 shares of common stock having an exercise price of $9.29 per share. The option was 100% vested on May 13, 2006. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $11.05 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $11.05 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. In a Form 3 filed on September 26, 2003, the reporting person reported that on May 13, 2002, he was granted a non-qualified stock option to purchase 13,437 shares of common stock having an exercise price of $9.29 per share. The option was 100% vested on May 13, 2006 and was exercised in part on September 5, 2006. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $11.05 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $11.05 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. In a Form 3 filed on September 26, 2003, the reporting person reported that on November 12, 2002, he was granted a non-qualified stock option to purchase 100,000 shares of common stock having an exercise price of $5.865 per share. The option was 100% vested on November 12, 2005. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $12.03 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $12.03 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. In a Form 4 filed on November 18, 2004, the reporting person reported that on November 16, 2004, he was granted a non-qualified stock option to purchase 100,000 shares of common stock having an exercise price of $8.54 per share. The option was 100% vested on November 16, 2006. On December 31, 2006, in order to avoid adverse tax consequences under Section 409A of the Internal Revenue Code, the reporting person elected to amend the option by increasing its exercise price to the fair market value of the Company's stock on the grant date as such grant date was determined in connection with BEA's historic stock option review. In connection with that review, it has been determined effective on the transaction date that the fair market value of the Company's stock on the grant date was $8.66 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. /s/ Robert F. Donohue 2007-11-09