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^*

NightWatch Capital Management, LLC

(Last)

(First)

(Middle)

5314 N. RIVER RUN DRIVE, SUITE 350

(Street)

PROVO

84604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KANA SOFTWARE INC [ KANA ]

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)
10/26/2009

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)
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)
Common Stock	10/26/2009		S		5,705,814	D	$0.75⁽¹⁾	611,459	I	See Footnotes⁽²⁾⁽⁵⁾

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)
Common Stock Warrants	$2.452	10/26/2009		H			679,808	03/28/2006	09/29/2010⁽³⁾	Common Stock	679,808	$2.452	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock Warrants	$2.452	10/26/2009		H		679,808		03/28/2006	09/29/2012⁽³⁾	Common Stock	679,808	$2.452	679,808	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock Warrants	$1.966	10/26/2009		H			788,041	03/28/2006	10/25/2010⁽³⁾	Common Stock	788,041	$1.966	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock Warrants	$1.966	10/26/2009		H		788,041		03/28/2006	10/25/2012⁽³⁾	Common Stock	788,041	$1.966	1,467,849	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock Warrants	$1.966	10/26/2009		H			127,603	04/24/2006	10/25/2010⁽³⁾	Common Stock	127,603	$1.966	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock Warrants	$1.966	10/26/2009		H		127,603		04/24/2006	10/25/2012⁽³⁾	Common Stock	127,603	$1.966	1,595,452	I	See Footnotes⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Additional consideration may be payable if a proposed acquisition of the assets and liabilities of the Issuer is consummated pursuant to an Asset Purchase Agreement dated October 26, 2009 between the Issuer and Kay Technology Corp., Inc. (the "Asset Purchase Agreement"), in an amount equal to the net cash per share of Common Stock received at the closing of the acquisition less $0.79 per share, plus an additional amount of net cash per share of the Issuer representing the favorable resolution of any escrow claims under the Asset Purchase Agreement.

2. The shares to which this note relate are held directly by NightWatch Capital Partners II, L.P., a Delaware limited partnership ("NWCP II"). NightWatch Capital Management, LLC (the "General Partner") serves as the general partner of, and has investment discretion over, the securities held by NWCP II.

3. The Warrant to which this note relate involves the amendment of a warrant previously reported on a Form 3 on September 29, 2005 (the "Prior Warrant"), to change the expiration dates of such warrant. The amendment is reported as the cancellation of the Prior Warrant and the acquisition of amended warrant to purchase the same aggregate number of shares at the same exercise price.

4. The Warrants to which this note relates are held directly by NWCP II exercisable for shares of Common Stock. The General Partner serves as the general partner of, and has investment discretion over, the securities held by NWCP II.

5. John Nemelka is the managing member of the managing member of the managing member of the managing member of the managing member of the General Partner. Each managing member and the General Partner understand that by reason of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") each may be deemed to be the beneficial owners of the Common Stock of Kana Software, Inc. held by NWCP II or managed by the Investment Manager, although each disclaims beneficial ownership of such Common Stock except to the extent of any indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) therein in an indeterminate portion of the Common Stock beneficially owned by NWCP II or managed by the Investment Manager.

	/s/ John F. Nemelka	10/28/2009
	** 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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