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^*

Rogers Michael W

(Last)

(First)

(Middle)

19800 SWEETWATER CURVE

(Street)

SHOREVIEW

55331

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SAJAN INC [ SAJA ]

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)
05/04/2011

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								7,656⁽²⁾	I	By Rogers Family Limited Partnership c/o Michael W. Rogers⁽¹⁾
Common Stock								7,656⁽²⁾	I	By Michael W. Rogers and Amy S. Rogers, Trustees Michael W. Rogers Revocable Trust U/A/D 02/07/2002⁽¹⁾
Common Stock	05/04/2011		M		6,891	A	$0.61	11,891	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)
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	$0.61	05/04/2011		M			6,891	⁽³⁾	05/05/2011	Common Stock	6,891	$0	0	D
Common Stock	$1.65							⁽⁴⁾	02/23/2020	Common Stock	5,000		5,000	D
Common Stock	$1.4							⁽⁵⁾	06/11/2020	Common Stock	5,000		5,000	D

Explanation of Responses:

1. The reporting person disclaims beneifical ownership of these securities execpt to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneifical ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. The previous report erroneously added reporting person's direct and indirect holdings; this form accurately reflects his current ownership.

3. Fully exercisable.

4. Options to purchase shares of Common Stock are subject to the following vesting schedule: 1,667 on February 23, 2011 and 2012, and 1,666 on February 23, 2013.

5. Automatic grant of option on 6/11/2010 pursuant to the Sajan, Inc. Amended and Restated 2004 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3. The option vests ratably over 11 months from the date of grant if the Reporting Person is then a Director of the Company.

Remarks:

	/s/ John R. Houston as Attorney-in-Fact for Michael W. Rogers pursuant to Power of Attorney filed herewith.	05/06/2011
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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