X0201 3/A 2003-09-09 2003-09-05 0 0000908440 MANUGISTICS GROUP INC MANU 0001261927 DENLINGER DOUGLAS MANUGISTICS INC 9715 KEY WEST AVENUE ROCKVILLE MD 20850 0 1 0 0 Group VP, Solutions Marketing Common Stock 925 D Stock Option (right to buy) 4.375 2008-07-29 Common Stock 1500 D Stock Option (right to buy) 4.375 2008-02-02 Common Stock 50 D Stock Option (right to buy) 4.375 2007-07-31 Common stock 1500 D Stock Option (right to buy) 4.375 2009-02-01 Common Stock 1500 D Stock Option (right to buy) 4.875 2009-10-05 Common Stock 10000 D Stock Option (right to buy) 5.5155 2011-10-02 Common Stock 20000 D Stock Option (right to buy) 6.38 2011-10-08 Common Stock 100 D Stock Option (right to buy) 3.98 2012-07-25 Common Stock 20000 D Currently exercisable in full. Currently exercisable as to 7,500 shares, with 2,500 shares becoming exercisable on October 5, 2003. Currently exercisable as to 5,000 shares, with the remaining 15,000 shares becoming exercisable in 3 equal consecutive annual installments on October 2, 2003, 2004, and 2005. Currently exercisable as to 4,000 shares, with the remaining 16,000 shares becoming exercisable in 16 equal quarterly consecutive installments on the 25th day of October, January, April and July, commencing October 25, 2003. This Form is being filed solely to file the Power of Attorney, attached hereto as Exhibit 24. This is NOT a new transaction. Under and subject to the terms of the Company's Option Exchange Program, Mr. Denlinger is entitled to receive, on or about September 16, 2003, the grant of an option to acquire 10,000 shares, of which 1,000 shares will be vested on the grant date and 9,000 shares will vest in consecutive quarterly installments of 500 shares each on the 2nd day of October, January, April and July, commencing October 2, 2003, and an option to acquire 3,200 shares, of which 2,400 shares will be vested on the grant date and 800 shares will vest on September 13, 2004. Both options will be granted with an excerise price per share equal to the fair market value of a share of common stock of the Company on the grant date. /s/ Douglas K. Denlinger 2003-09-05