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*
Norman Peter
(Last) (First) (Middle)
20400 STEVENS CREEK BLVD.
SUITE 400
(Street)
CUPERTINO CA 95014
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHORDIANT SOFTWARE INC [ CHRD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President and CFO
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2010
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 04/21/2010 U 33,333 D $5 0 D
Common Stock 04/21/2010 M 66,667 A $0 66,667 D
Common Stock 04/21/2010 M 31,000 A $0 97,667 D
Common Stock 04/21/2010 D 97,667 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
Restricted Stock Units (3) 04/21/2010 M 66,667(4) 04/21/2010 04/21/2010 Common Stock 66,667(2) (3) 0 D
Restricted Stock Units (3) 04/21/2010 M 31,000(5) 04/21/2010 04/21/2010 Common Stock 31,000(2) (3) 0 D
Stock Option (right to buy) $2.87 04/21/2010 D 61,000 (6) 11/23/2016 Common Stock 61,000 (6) 0 D
Stock Option (right to buy) $9.25 04/21/2010 D 35,000 (7) 11/19/2017 Common Stock 35,000 $0 0 D
Stock Option (right to buy) $8.25 04/21/2010 D 40,000 (8) 02/14/2017 Common Stock 40,000 $0 0 D
Stock Option (right to buy) $8.4 04/21/2010 D 22,000 (9) 03/08/2016 Common Stock 22,000 $0 0 D
Stock Option (right to buy) $7.475 04/21/2010 D 27,999 (10) 01/17/2016 Common Stock 27,999 $0 0 D
Stock Option (right to buy) $4.1 04/21/2010 D 22,000 (11) 05/06/2015 Common Stock 22,000 (11) 0 D
Stock Option (right to buy) $6.875 04/21/2010 D 8,000 (12) 08/05/2014 Common Stock 8,000 $0 0 D
Explanation of Responses:
1. Disposed of pursuant to the terms of the Agreement and Plan of Merger dated March 14, 2010 by and among Pegasystems Inc., Maple Leaf Acquisition Corp. and Chordiant Software, Inc. (the "Merger Agreement") in exchange for the right to receive an amount in cash equal to $5.00 per share on the effective date of the merger.
2. Reflects conversion of RSU into Common Stock
3. Each restricted stock unit represents a contingent right to receive one share of CHRD common stock.
4. Reflects shares that vested on 4/21/2010 under RSU grant from 11/25/2008
5. Reflects shares that vested on 4/21/2010 under RSU grant from 11/24/2009
6. This option, which provided for vesting in equal monthly installments over four years beginning 11/24/2009, was assumed by Pegasystems Inc. pursuant to the Merger Agreement and replaced with an option to purchase 7,978 shares of Pegasystems Inc. common stock for $21.943 per share.
7. This option, which provided for vesting in equal monthly installments over four years beginning 10/11/2007, was cancelled pursuant to the Merger Agreement with Pegasystems Inc.
8. This option, which provided for vesting in equal monthly installments over four years beginning 11/08/2006, was cancelled pursuant to the Merger Agreement with Pegasystems Inc.
9. This option, which provided for vesting in equal monthly installments over four years beginning 03/08/2006, was cancelled pursuant to the Merger Agreement with Pegasystems Inc.
10. This option, which provided for vesting in equal monthly installments over four years beginning 01/17/2006, was cancelled pursuant to the Merger Agreement with Pegasystems Inc.
11. This option, which provided for vesting in equal monthly installments over three years beginning 01/01/2005, was assumed by Pegasystems Inc. pursuant to the Merger Agreement and replaced with an option to purchase 2,877 shares of Pegasystems Inc. common stock for $31.347 per share.
12. This option, which provided for vesting in equal monthly installments over three years after a one year cliff beginning 08/05/2004, was cancelled pursuant to the Merger Agreement with Pegasystems Inc.
Remarks:
/s/ Peter Norman 04/29/2010
** Signature of Reporting Person Date
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