X0202 3 2005-07-14 0 0001096658 CENTRA SOFTWARE INC CTRA 0001282550 CRITERION CAPITAL MANAGEMENT LLC 435 PACIFIC AVENUE 5TH FLOOR SAN FRANCISCO CA 94133 0 0 0 1 Affiliate of Director (1) 0001333515 Lord Christopher Hawkins 435 PACIFIC AVENUE 5TH FLOOR SAN FRANCISCO CA 94133 0 0 0 1 Affiliate of Director (1) 0001333577 Marwell Evan Chandler 435 PACIFIC AVENUE 5TH FLOOR SAN FRANCISCO CA 94133 0 0 0 1 Affiliate of Director (1) Common Stock 1736900 I See Notes The reporting persons are Criterion Capital Management, LLC ("Criterion"), a Delaware limited liability company and investment adviser registered with the SEC, Christopher H. Lord and Evan C. Marwell. Mr. Lord is the manager and controlling owner of Criterion. Mr. Marwell is Managing Director and Senior Securities Analyst of Criterion and a director of Centra Software, Inc. (the "Issuer"). As such, he serves as a representative of the reporting persons. Criterion, Mr. Lord and Mr. Marwell are filing this Form 3 jointly and constitute a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, but disclaim membership in a group with any other person. These securities are held directly by investment funds of which Criterion is investment adviser and/or general partner for the benefit of the investors in those funds. These securities are indirectly beneficially owned by Criterion and by Mr. Lord as its control person. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Criterion Capital Management, LLC by Christopher H. Lord, Manager 2005-07-18 Christopher H. Lord 2005-07-18 Evan C. Marwell 2005-07-18