X0202 4 2007-11-07 0 0001031798 BEA SYSTEMS INC BEAS 0001219682 KLEIN WILLIAM 2315 NORTH FIRST STREET SAN JOSE CA 95131 0 1 0 0 VP Bus. Planning & Develop. 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 63.125 2007-11-07 4 A 0 100 A 2011-01-03 Common Stock 100 100 D Incentive Stock Option (right to buy) 30.1875 2007-11-07 4 D 0 3128 D 2011-03-19 Common Stock 3128 0 D Non-Qualified Stock Option (right to buy 32.0625 2007-11-07 4 A 0 3128 A 2011-03-19 Common Stock 3128 3128 D Non-Qualified Stock Option (right to buy) 30.1875 2007-11-07 4 D 0 46872 D 2011-03-19 Common Stock 46872 0 D Non-Qualified Stock Option (right to buy 32.0625 2007-11-07 4 A 0 46872 A 2011-03-19 Common Stock 46872 46872 D Incentive Stock Option (right to buy) 20.9375 2007-11-07 4 D 0 270 D 2011-04-05 Common Stock 270 0 D Non-Qualified Stock Option (right to buy 27.125 2007-11-07 4 A 0 270 A 2011-04-05 Common Stock 270 270 D Non-Qualified Stock Option (right to buy) 20.9375 2007-11-07 4 D 0 99730 D 2011-04-05 Common Stock 99730 0 D Non-Qualified Stock Option (right to buy 27.125 2007-11-07 4 A 0 99730 A 2011-04-05 Common Stock 99730 99730 D Non-Qualified Stock Option (right to buy) 11.70 2007-11-07 4 D 0 400000 D 2011-11-02 Common Stock 400000 0 D Non-Qualified Stock Option (right to buy 18.04 2007-11-07 4 A 0 400000 A 2011-11-02 Common Stock 400000 400000 D Incentive Stock Option (right to buy) 10.78 2007-11-07 4 D 0 8335 D 2012-04-12 Common Stock 8335 0 D Non-Qualified Stock Option (right to buy 12.73 2007-11-07 4 A 0 8335 A 2012-04-12 Common Stock 8335 8335 D Non-Qualified Stock Option (right to buy) 10.78 2007-11-07 4 D 0 91665 D 2012-04-12 Common Stock 91665 0 D Non-Qualified Stock Option (right to buy 12.73 2007-11-07 4 A 0 91665 A 2012-04-12 Common Stock 91665 91665 D Non-Qualified Stock Option (right to buy) 6.2 2007-11-07 4 D 0 100000 D 2014-08-18 Common Stock 100000 0 D Non-Qualified Stock Option (right to buy 6.98 2007-11-07 4 A 0 100000 A 2014-08-18 Common Stock 100000 100000 D In a Form 4 filed on February 21, 2001, the reporting person reported that on January 3, 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 and 100% vested on January 3, 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 $63.125 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $63.125 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 4 filed on April 10, 2001, the reporting person reported that on March 19, 2001, he was granted an incentive stock option to purchase 3,128 shares of common stock having an exercise price of $30.1875 per share and 100% vested on March 19, 2005. 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 with respect to 3,125 shares 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 $32.0625 per share. In addition, the reporting person and BEA agreed to amend the option with respect to 3 shares to provide that the option will have an exercise price of $32.0625 per share. The amendments are 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 April 10, 2001, the reporting person reported that on March 19, 2001, he was granted a non-qualified stock option to purchase 46,872 shares of common stock having an exercise price of $30.1875 per share and 100% vested on March 19, 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 $32.0625 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $32.0625 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 May 21, 2001, the reporting person reported that on April 5, 2001, he was granted an incentive stock option to purchase 270 shares of common stock having an exercise price of $20.9375 per share and 100% vested on April 5, 2005. 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 $27.125 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 4 filed on May 21, 2001, the reporting person reported that on April 5, 2001, he was granted a non-qualified stock option to purchase 99,730 shares of common stock having an exercise price of $20.9375 per share and 100% vested on April 5, 2005. 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 with respect to 8,064 shares 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 $27.125 per share. In addition, the reporting person and BEA agreed to amend the option with respect to 91,666 shares to provide that the option will have an exercise price of $27.125 per share. The amendments are 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 February 14, 2002, the reporting person reported that on November 2, 2001, he was granted a non-qualified stock option to purchase 400,000 shares of common stock having an exercise price of $11.70 per share and 100% vested on November 2, 2005. 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 with respect to 91,667 shares 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 $18.04 per share. In addition, the reporting person and BEA agreed to amend the option with respect to 308,333 shares to provide that the option will have an exercise price of $18.04 per share. The amendments are 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 July 3, 2002, the reporting person reported that on April 12, 2002, he was granted an incentive stock option to purchase 8,335 shares of common stock having an exercise price of $10.78 per share and 100% vested on April 12, 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 $12.73 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 July 3, 2002, the reporting person reported that on April 12, 2002, he was granted a non-qualified stock option to purchase 91,665 shares of common stock having an exercise price of $10.78 per share and 100% vested on April 12, 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 with respect to 24,999 shares 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 $12.73 per share. In addition, the reporting person and BEA agreed to amend the option with respect to 66,666 shares to provide that the option will have an exercise price of $12.73 per share. The amendments are 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 August 20, 2004, the reporting person reported that on August 18, 2004, he was granted a non-qualified stock option to purchase 100,000 shares of common stock having an exercise price of $6.20 per share. One-fourth of the shares vested on August 18, 2005 and one forty-eighth of the shares vest(ed) monthly thereafter. The option was exercised in part on March 21, 2006 and May 25, 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 $6.98 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