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^*

DENTINGER MARK P

(Last)

(First)

(Middle)

2315 NORTH FIRST STREET

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEA SYSTEMS INC [ BEAS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Finance and CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2008

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	04/29/2008		D		15,950	D	⁽¹⁾	0	D

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)
Incentive Stock Option (right to buy)	$77.9375	04/29/2008		D			851	⁽²⁾	12/11/2010	Common Stock	851	⁽²⁾⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$77.9375	04/29/2008		D			9,149	⁽²⁾	12/11/2010	Common Stock	9,149	⁽²⁾⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$8.27	04/29/2008		D			3,125	05/19/2005⁽⁴⁾⁽⁵⁾	05/19/2014	Common Stock	3,125	⁽⁴⁾⁽⁵⁾⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$8.4	04/29/2008		D			45,834	03/02/2006⁽⁶⁾⁽⁵⁾	03/02/2015	Common Stock	45,834	⁽⁶⁾⁽⁵⁾⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$12.96	04/29/2008		D			82,500	03/29/2007⁽⁷⁾⁽⁵⁾	03/29/2016	Common Stock	82,500	⁽⁷⁾⁽⁵⁾⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$12.19	04/29/2008		D			165,000	05/23/2008⁽⁸⁾⁽⁵⁾	05/23/2014	Common Stock	165,000	⁽⁸⁾⁽⁵⁾⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$48	04/29/2008		D			2,813	⁽²⁾	06/27/2010	Common Stock	2,813	⁽²⁾⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$48	04/29/2008		D			4,687	⁽²⁾	06/27/2010	Common Stock	4,687	⁽²⁾⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$68.125	04/29/2008		D			100	⁽²⁾	01/03/2011	Common Stock	100	⁽²⁾⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$39.01	04/29/2008		D			1,042	⁽²⁾	05/14/2011	Common Stock	1,042	⁽²⁾⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$39.01	04/29/2008		D			8,958	⁽²⁾	05/14/2011	Common Stock	8,958	⁽²⁾⁽³⁾	0	D
Restricted Stock Units	$0	04/29/2008		D			5,000	04/14/2006⁽⁹⁾	04/14/2005	Common Stock	5,000	⁽⁹⁾⁽¹⁰⁾	0	D
Restricted Stock Units	$0	04/29/2008		D			27,500	03/29/2007⁽¹¹⁾	03/29/2016	Common Stock	27,500	⁽¹¹⁾⁽¹⁰⁾	0	D
Restricted Stock Units	$0	04/29/2008		D			55,000	11/21/2008⁽¹²⁾	11/21/2014	Common Stock	55,000	⁽¹²⁾⁽¹⁰⁾	0	D

Explanation of Responses:

1. Pursuant to the Merger Agreement between the Issuer and Oracle Corporation ("Oracle"), each share of BEA common stock will be exchanged for $19.375 in cash.

2. The option is fully vested.

3. Pursuant to the Merger Agreement between the Issuer and Oracle, the option will be assumed by Oracle and converted into an option to purchase 0.89 shares of Oracle common stock for each share of BEA common stock at an exercise price equal to the current exercise price divided by 0.89 per share.

4. An option to purchase 75,000 shares was originally granted of which 71,875 vested and were exercised.

5. 25% of the option shall vest and may be exercised upon the first anniversary of the date of grant and an additional 1/48th of the option shall vest and may be exercised upon the monthly anniversary of the date of grant thereafter.

6. An option to purchase 200,000 shares was originally granted of which 154,166 vested and were exercised.

7. An option to purchase 165,000 shares was originally granted of which 82,500 vested and were exercised.

8. 25% of the option shall vest and may be exercised on the one-year anniversary of the grant date, and thereafter an additional 1/48th of the stock option shall vest and may be exercised on each subsequent monthly anniversary of the grant date over the following thirty-six months.

9. A total of 20,000 restricted stock units were originally awarded of which 15,000 units have vested and converted into an equal number of shares of common stock. The units vest at a rate of one-quarter of the award annually for four years from the award date.

10. Pursuant to the Merger Agreement between the Issuer and Oracle, the restricted stock units will be assumed by Oracle and converted into a restricted stock unit for 0.89 shares of Oracle common stock.

11. A total of 55,000 restricted stock units were originally awarded of which 27,500 units have vested and converted into an equal number of shares of common stock. The units vest at a rate of one-quarter of the award annually for four years from the award date.

12. Each restricted stock unit represents a contingent right to receive one share of BEA common stock. 25% of the restricted stock units shall vest and be converted to stock on the one-year anniversary of the grant date, and thereafter an additional 25% of the restricted stock units shall vest and be converted to stock on each subsequent annual anniversary of the grant date.

	/s/ Robert F. Donohue, by power of attorney	05/01/2008
	** 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).
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