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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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*
NEWBERRY THOMAS L

(Last) (First) (Middle)
470 EAST PACES FERRY ROAD

(Street)
ATLANTA GA 30305

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LOGILITY INC [ LGTY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2009
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 07/09/2009 P 437,729(1) D $7.02 13,242,595 I(2) See Note 2
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
Explanation of Responses:
1. On July 9, 2009, the Issuer was merged with and into a wholly-owned subsidiary of American Software, Inc. ("American Software"). All outstanding common stock of the Issuer was cancelled in the merger, and shares other than those held by American Software were converted into the right to receive cash per share equal to $7.02, subject to the right of shareholders to exercise dissenters' rights under Georgia law. American Software previously completed a tender offer, which expired on June 29, 2009, for all of the outstanding common stock of the Issuer not currently owned by American Software. After completion of the tender offer, American Software owned approximately 96.7% of the outstanding common stock of the Issuer.
2. Each of American Software, Inc., James C. Edenfield, and Thomas L. Newberry may be deemed to be a beneficial owner of the securities reported. American Software, Inc. holds of record the securities reported. James C. Edenfield and Thomas L. Newberry, as a group, beneficially own 100% of the Class B common stock of American Software, Inc. Under the Articles of Incorporation of American Software, Inc., the holders of Class B common stock, as a class, have the right to elect a majority of the board of directors of American Software, Inc. Mr. Edenfield and Dr. Newberry, therefore, may be deemed to be beneficial owners of the securities reported and held of record by American Software, Inc.
Thomas L. Newberry 07/13/2009
** 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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