- Amended Statement of Changes in Beneficial Ownership (4/A)
August 19 2009 - 12:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HATHAWAY PETER S
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2. Issuer Name
and
Ticker or Trading Symbol
JDA SOFTWARE GROUP INC
[
JDAS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, CFO
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(Last)
(First)
(Middle)
14400 N 87TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/20/2009
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(Street)
SCOTTSDALE, AZ 85260
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
7/22/2009
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/20/2009
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A
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50000
(1)
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A
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$0
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50000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0
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7/20/2009
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A
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50000
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(2)
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(2)
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Common Stock
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50000
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$0
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50000
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D
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Explanation of Responses:
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(
1)
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Represents 50,000 shares of JDAS common stock issuable upon vesting of restricted stock units that vest over a three-year period, with one-third vesting on July 20, 2010 and the remainder vesting ratably upon the completion of each month thereafter until all restricted shares are vested on July 20, 2012, subject to the reporting person's ongoing employment with JDAS.
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(
2)
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Each restricted stock unit represents a right to receive one share of JDAS common stock, and such units vest at the rate of one-third on the 60th day following the attainment of specified EBITDA goals subject to certain forfeiture rights. The Compensation Committee of the JDAS Board of Directors approved these restricted stock units on July 20, 2009.
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Remarks:
The vesting schedule for the shares described in Footnote 1 above has been corrected in this filing to reflect the 3-year vesting schedule that was inadvertently reported in the original filing as 4 years.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HATHAWAY PETER S
14400 N 87TH STREET
SCOTTSDALE, AZ 85260
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EVP, CFO
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Signatures
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/s/ Lindsay L. Hoopes, Attorney-in-Fact for Peter S. Hathaway
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8/19/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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