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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* BOESENBERG CHARLES (Last) (First) (Middle) 160 EAST TASMAN DRIVE (Street) SAN JOSE CA 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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/16/2009
	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	03/16/2009		M		8,332	A	(1)	13,795	D
Common Stock	03/16/2009		D(2)		13,795	D	$16.2	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
Non-Qualified Stock Option	$8.67	03/16/2009		D			10,000	(3)	07/12/2016	Common Stock	10,000	$7.53	0	D
Non-Qualified Stock Option	$12.72	03/16/2009		D			20,000	(4)	10/31/2016	Common Stock	20,000	$3.48	0	D
Non-Qualified Stock Option	$12.73	03/16/2009		D			10,000	(5)	07/08/2018	Common Stock	10,000	$3.47	0	D
Non-Qualified Stock Option	$13.28	03/16/2009		D			10,000	(6)	02/21/2018	Common Stock	10,000	$2.92	0	D
Restricted Stock Units	(1)	03/16/2009		M			8,332	(7)	(7)	Common Stock	8,332	(1)	0	D

Explanation of Responses:

1. As reported on Table II of this form, a restricted stock unit award vested as to 8,332 units in accordance with the terms of the restrict stock award, resulting in the issuance of that number of shares to the Reporting Person.

2. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 22, 2009, by and among Autonomy Corporation PLC ("Autonomy"), Milan Acquisition Corp. and Interwoven, Inc., each share of Interwoven common stock issued and outstanding immediately prior to the effectiveness of the merger on March 16, 2006 (the "Effective Time") was converted into the right to receive $16.20 in cash.

3. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $75,300.00, representing the difference between $16.20 and the exercise price.

4. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $69,600.00, representing the difference between $16.20 and the exercise price.

5. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $34,700.00, representing the difference between $16.20 and the exercise price.

6. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $29,200.00, representing the difference between $16.20 and the exercise price.

7. This restricted stock award vested as to 8,332 shares on March 16, 2009.

Remarks:

	Charles M. Boesenberg	03/18/2009
	** Signature of Reporting Person	Date
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