X0303 4 2009-10-13 1 0000717238 MSC SOFTWARE CORP MSCS 0001169921 AURIEMMA SAM M 2 MACARTHUR PLACE SANTA ANA CA 92707 0 1 0 0 Exec. VP, CFO Common Stock 2009-10-13 4 D 0 8471 8.40 D 0 D Restricted Stock Unit 2009-10-13 4 D 0 20000 8.40 D 2009-02-26 2011-02-26 Common Stock 20000 0 D Restricted Stock Unit 2009-10-13 4 D 0 90000 8.40 D 2012-03-28 Common Stock 90000 0 D Disposed of pursuant to merger agreement between issuer, Maximus Holdings Inc. (a corporation controlled by Symphony Technology Group) and Maximus Inc. (a wholly-owned subsidiary of Maximus Holdings Inc.) the ("MA") in exchange for a cash payment of $8.40 per share ("Merger Price"). 1 for 1 Remainder of 2/26/08 RSU grant of 30,000 shares that vested in 3 annual increments beginning 2/26/09. Cancelled pursuant to the MA in exchange for a cash payment of $8.40 per share or $168,000.00 (gross before taxes/other withholdings). 3/28/09 RSU grant of 90,000 shares that vested in 3 annual increments beginning 3/28/10. Cancelled pursuant to the MA in exchange for a cash payment of $8.40 per share or $756,000.00 (gross before taxes/other withholdings). /Sam M. Auriemma/ 2009-10-13