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*
KLEIN WILLIAM

(Last) (First) (Middle)
2315 NORTH FIRST STREET

(Street)
SAN JOSE CA 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)
SVP, Corporate Development
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)
Code V Amount (A) or (D) Price
Common Stock 04/29/2008 D 203,034 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $33.1875 04/29/2008 D 12,048 (2) 01/10/2010 Common Stock 12,048 (2)(3) 0 D
Non-Qualified Stock Option (right to buy) $33.1875 04/29/2008 D 587,952 (2) 01/10/2010 Common Stock 587,952 (2)(3) 0 D
Non-Qualified Stock Option (right to buy) $12.81 04/29/2008 D 150,000 (2) 08/25/2013 Common Stock 150,000 (2)(3) 0 D
Non-Qualified Stock Option (right to buy) $8.25 04/29/2008 D 6,250 05/25/2005(4) 05/25/2014 Common Stock 6,250 (4)(3) 0 D
Incentive Stock Option (right to buy) $7.9 04/29/2008 D 14,075 04/14/2006(5) 04/14/2015 Common Stock 14,075 (5)(3) 0 D
Non-Qualified Stock Option (right to buy) $12.96 04/29/2008 D 145,000 03/29/2007(6) 03/29/2016 Common Stock 145,000 (6)(3) 0 D
Non-Qualified Stock Option (right to buy) $63.125 04/29/2008 D 100 (2) 01/03/2011 Common Stock 100 (2)(3) 0 D
Non-Qualified Stock Option (right to buy) $32.0625 04/29/2008 D 3,128 (2) 03/19/2011 Common Stock 3,128 (2)(3) 0 D
Incentive Stock Option (right to buy) $32.0625 04/29/2008 D 46,872 (2) 03/19/2011 Common Stock 46,872 (2)(3) 0 D
Non-Qualified Stock Option (right to buy) $27.125 04/29/2008 D 270 (2) 04/05/2011 Common Stock 270 (2)(3) 0 D
Non-Qualified Stock Option (right to buy) $27.125 04/29/2008 D 99,730 (2) 04/05/2011 Common Stock 99,730 (2)(3) 0 D
Non-Qualified Stock Option (right to buy) $18.04 04/29/2008 D 400,000 (2) 11/02/2011 Common Stock 400,000 (2)(3) 0 D
Incentive Stock Option (right to buy) $12.73 04/29/2008 D 8,335 (2) 04/12/2012 Common Stock 8,335 (2)(3) 0 D
Non-Qualified Stock Option (right to buy) $12.73 04/29/2008 D 91,665 (2) 04/12/2012 Common Stock 91,665 (2)(3) 0 D
Non-Qualified Stock Option (right to buy) $6.98 04/29/2008 D 8,334 08/18/2005(7) 08/27/2014 Common Stock 8,334 (7)(3) 0 D
Restricted Stock Units $0 04/29/2008 D 5,000 04/14/2006(8) 04/14/2015 Common Stock 5,000 (8) 0 D
Restricted Stock Units $0 04/29/2008 D 24,166 03/29/2007(9) 03/29/2016 Common Stock 24,166 (9) 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 150,000 shares was originally granted of which 143,750 vested and were exercised. 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.
5. An option to purchase 56,300 shares was originally granted of which 42,225 vested and were exercised. 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. 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.
7. An option to purchase 56,250 shares was originally granted of which 47,916 vested and were exercised.
8. 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. 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.
9. A total of 48,333 restricted stock units were originally awarded of which 24,167 units have vested and converted into an equal number of shares of common stock. One-quarter of the restricted stock units shall vest on the first anniversary of the date of the award and an additional 1/48th of the restricted stock units shall vest on the monthly anniversary of the award date thereafter. 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.
/s/ Robert F. Donohue, by power of attorney 05/01/2008
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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