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*
LIEMANDT JOSEPH

(Last) (First) (Middle)
6011 WEST COURTYARD DR., SUITE 300

(Street)
AUSTIN TX 78730

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COREL CORP [ CREL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member-10% owner group 1,2,3
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2009
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)
Code V Amount (A) or (D) Price
Common stock, no par value per share(1)(2)(3) 11/26/2009 S 4,495,644 D $4 0 I See Footnote(1)(2)(3)
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. The reporting person is the sole member and sole manager of ESW Capital, LLC, which beneficially owns 4,495,644 shares of the common stock, no par value per share, of Corel Corporation (the "Issuer"), and may be deemed to be, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of the securities of the Issuer owned by ESW Capital, LLC (and Trilogy, Inc. or Versata Enterprises, Inc., if any). The reporting person disclaims beneficial ownership of the securities owned by ESW Capital, LLC described above and Trilogy, Inc. or Versata Enterprises, Inc., if any, except to the extent of the pecuniary interest of the reporting person in such securities.
2. Further, the reporting person may be deemed to be a member of a group for the purposes of Section 13(d) or 13(g) of the Act, with ESW Capital, LLC, Trilogy, Inc. (of which the reporting person is the controlling stockholder), and Versata Enterprises, Inc. (a wholly-owned subsidiary of Trilogy, Inc.). The reporting person and each member of the group declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. Please see the Schedule 13D filed with the Securities and Exchange Commission on November 18, 2009 with respect to the Issuer's securities and the relationship of the reporting person, ESW Capital, LLC, Trilogy, Inc. and Versata Enterprises, Inc. for additional details.
3. As a result of the disposition reported in this Form 4, the members of the group will no longer be beneficial owners of more than 10% of the Issuer's securities and, therefore, should no longer be deemed to be a group for the purposes of Section 13(d) or 13(g) of the Act and to the extent that a member of the group was only an insider due to its ownership of 10% or more of the Issuer's securities or its status as a deemed member of a group that beneficially owned 10% or more of the Issuer's securities, such members of the group, including the reporting person, will no longer be insiders under Section 16 of the Act.
Remarks:
Exhibit Index None
/s/ Joseph A. Liemandt 11/30/2009
** 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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