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^*

CARNECCHIA SCIPIO MAXIMUS

(Last)

(First)

(Middle)

160 EAST TASMAN DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERWOVEN INC [ IWOV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2008

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)

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)
Non-qualified Stock Option (right to buy)	$25.6	04/07/2008		D			1,823	⁽¹⁾⁽²⁾	02/06/2012	Common Stock	1,823	⁽¹⁾⁽²⁾	0	D
Non-qualified Stock Option (right to buy)	$28.92	04/07/2008		A		1,823		⁽¹⁾⁽²⁾	02/06/2012	Common Stock	1,823	⁽¹⁾⁽²⁾	1,823	D
Incentive Stock Option (right to buy)	$24.24	04/07/2008		D			1,329	⁽³⁾⁽⁴⁾	04/03/2011	Common Stock	1,329	⁽³⁾⁽⁴⁾	0	D
Non-qualified Stock Option (right to buy)	$38.28	04/07/2008		A		1,329		⁽³⁾⁽⁴⁾	04/03/2011	Common Stock	1,329	⁽³⁾⁽⁴⁾	1,329	D
Non-qualified Stock Option (right to buy)	$13.6	04/07/2008		D			3,452	⁽⁵⁾⁽⁶⁾	05/07/2012	Common Stock	4,352	⁽⁵⁾⁽⁶⁾	0	D
Non-qualified Stock Option (right to buy)	$15	04/07/2008		A		3,452		⁽⁵⁾⁽⁶⁾	05/07/2012	Common Stock	4,352	⁽⁵⁾⁽⁶⁾	4,352	D
Non-qualified Stock Option (right to buy)	$6.6	04/07/2008		D			14,583	⁽⁷⁾⁽⁸⁾	04/15/2013	Common Stock	14,583	⁽⁷⁾⁽⁸⁾	0	D
Non-qualified Stock Option (right to buy)	$7.4	04/07/2008		A		14,583		⁽⁷⁾⁽⁸⁾	04/15/2013	Common Stock	14,583	⁽⁷⁾⁽⁸⁾	14,583	D

Explanation of Responses:

1. In a Form 3 filed on July 31, 2003, the Reporting Person reported beneficial ownership of a non-qualified stock option to purchase a total of 6,250 shares of common stock at an exercise price of $25.60 per share. The option was originally granted on February 6, 2002, and vested and became exercisable as to 391 of the shares on May 6, 2002, and the remainder vested and became exercisable as to an additional 130 shares each month over the 45 months thereafter. In connection with the Issuer's historic stock option review, it was determined that the fair market value on the measurement date of the option was $28.92 per share. The Reporting Person and the Issuer agreed to amend the portion of the original option that was unvested as of January 1, 2005 to provide that such portion of the option will have an exercise price of $28.92 per share....(see next footnote)

2. (from previous footnote)....The amendment is reported in this Form 4 as a deemed cancellation of that portion of the original option and the grant of a replacement option with respect to same. The historic numbers reported herein have been adjusted pursuant to a stock split on November 18, 2003.

3. In a Form 3 filed on July 31, 2003, the reporting person reported beneficial ownership of a incentive stock option to purchase a total of 13,699 shares of common stock at an exercise price of $24.24 per share. The option was originally granted on April 3, 2001, and vested and became exercisable as to 2,356 of the shares on March 19, 2002, and the remainder vested and became exercisable in monthly installments over the 36 months thereafter. In connection with the Issuer's historic stock option review, it was determined that the fair market value on the measurement date of the option was $38.28 per share. The reporting person and the Issuer agreed to amend the portion of the original option that was unvested as of January 1, 2005 to provide that such portion of the option will have an exercise price of $38.28 per share....(see next footnote)

4. (from previous footnote)....The amendment is reported in this Form 4 as a deemed cancellation of that portion of the original option and the grant of a replacement non-qualified stock option with respect to same. The historic numbers reported herein have been adjusted pursuant to a stock split on November 18, 2003.

5. In a Form 3 filed on July 31, 2003, the Reporting Person reported beneficial ownership of a non-qualified stock option to purchase a total of 10,000 shares of common stock at an exercise price of $13.60 per share. The option was originally granted on May 7, 2002, and vested and became exercisable as to 1,251 of the shares on November 7, 2002, and the remainder vested and became exercisable as to an additional 208 shares each month over the 42 months thereafter. In connection with the Issuer's historic stock option review, it was determined that the fair market value on the measurement date of the option was $15.00 per share. The Reporting Person and the Issuer agreed to amend the portion of the original option that was unvested as of January 1, 2005 to provide that such portion of the option will have an exercise price of $15.00 per share....(see next footnote)

6. (from previous footnote)....The amendment is reported in this Form 4 as a deemed cancellation of that portion of the original option and the grant of a replacement option with respect to same. The historic numbers reported herein have been adjusted pursuant to a stock split on November 18, 2003.

7. In a Form 3 filed on July 31, 2003, the Reporting Person reported beneficial ownership of a non-qualified stock option to purchase a total of 25,000 shares of common stock at an exercise price of $6.60 per share. The option was originally granted on April 15, 2003, and vested and became exercisable as to 3,126 of the shares on October 15, 2003, and the remainder vested and became exercisable as to an additional 520 shares each month over the 42 months thereafter. In connection with the Issuer's historic stock option review, it was determined that the fair market value on the measurement date of the option was $7.40 per share. The Reporting Person and the Issuer agreed to amend the portion of the original option that was unvested as of January 1, 2005 to provide that such portion of the option will have an exercise price of $7.40 per share....(see next footnote)

8. (from previous footnote)....The amendment is reported in this Form 4 as a deemed cancellation of that portion of the original option and the grant of a replacement option with respect to same. The historic numbers reported herein have been adjusted pursuant to a stock split on November 18, 2003.

Remarks:

	Scipio M. Carnecchia	04/09/2008
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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