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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JDA SOFTWARE GROUP INC [ JDAS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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, par value $0.01 | 07/31/2009 | S | 68,500(1) | D | $20.8851 | 2,192,777 | D | |||
Common Stock, par value $0.01 | 07/31/2009 | S | 68,500(2)(3) | D | $20.8851 | 2,192,777 | I | By Thoma Cressey Fund VII, L.P. | ||
Common Stock, par value $0.01 | 08/03/2009 | S | 144,600(4) | D | $20.2638 | 2,048,177 | D | |||
Common Stock, par value $0.01 | 08/03/2009 | S | 144,600(5)(6) | D | $20.2638 | 2,048,177 | I | By Thoma Cressey Fund VII, L.P. | ||
Common Stock, par value $0.01 | 08/04/2009 | S | 110,411(7) | D | $20.4283 | 1,937,766 | D | |||
Common Stock, par value $0.01 | 08/04/2009 | S | 110,411(8)(9) | D | $20.4283 | 1,937,766 | I | By Thoma Cressey Fund VII, L.P. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series B Convertible Preferred Stock | $13.875 | 07/31/2009 | C | 950 | 07/05/2006 | (19) | Common Stock | 68,500 | $0 | 30,425(10) | D | ||||
Series B Convertible Preferred Stock | $13.875 | 07/31/2009 | C | 950 | 07/05/2006 | (19) | Common Stock | 68,500 | $0 | 30,425(11)(12) | I | By Thoma Cressey Fund VII, L.P. | |||
Series B Convertible Preferred Stock | $13.875 | 08/03/2009 | C | 2,006 | 07/05/2006 | (19) | Common Stock | 144,600 | $0 | 28,418(13) | D | ||||
Series B Convertible Preferred Stock | $13.875 | 08/03/2009 | C | 2,006 | 07/05/2006 | (19) | Common Stock | 144,600 | $0 | 28,418(14)(15) | I | By Thoma Cressey Fund VII, L.P. | |||
Series B Convertible Preferred Stock | $13.875 | 08/04/2009 | C | 1,532 | 07/05/2006 | (19) | Common Stock | 110,411 | $0 | 26,886(16) | D | ||||
Series B Convertible Preferred Stock | $13.875 | 08/04/2009 | C | 1,532 | 07/05/2006 | (19) | Common Stock | 110,411 | $0 | 26,886(17)(18) | I | By Thoma Cressey Fund VII, L.P. |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Thoma Cressey Fund VII, L.P. ("Fund VII"), is the direct beneficial owner of the shares reported in Table I, line 1. |
2. The securities reported in Table I, line 1 may be deemed to be beneficially owned by Thoma Cressey Equity Partners, Inc., a Delaware corporation ("TCEP"), TC Partners VII, L.P., a Delaware limited partnership ("TC"), Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership ("Friends Fund VII"), and Carl D. Thoma ("Thoma"). Thoma may be deemed to control TCEP, TC and Friends Fund VII as Thoma is the sole shareholder of TCEP, which in turn is the general partner of TC, which in turn is the general partner of Friends Fund VII. TCEP, TC, Fund VII, Friends Fund VII and Thoma are collectively referred to as the "Reporting Persons." |
3. Thoma, TCEP, TC Partners and Friends Fund VII expressly disclaim beneficial ownership of the shares reported in Table I, line 1, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person (other than Fund VII) is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
4. Thoma Cressey Fund VII, L.P. ("Fund VII"), is the direct beneficial owner of the shares reported in Table I, line 3. |
5. The securities reported in Table I, line 3 may be deemed to be beneficially owned by Thoma Cressey Equity Partners, Inc., a Delaware corporation ("TCEP"), TC Partners VII, L.P., a Delaware limited partnership ("TC"), Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership ("Friends Fund VII"), and Carl D. Thoma ("Thoma"). Thoma may be deemed to control TCEP, TC and Friends Fund VII as Thoma is the sole shareholder of TCEP, which in turn is the general partner of TC, which in turn is the general partner of Friends Fund VII. TCEP, TC, Fund VII, Friends Fund VII and Thoma are collectively referred to as the "Reporting Persons." |
6. Thoma, TCEP, TC Partners and Friends Fund VII expressly disclaim beneficial ownership of the shares reported in Table I, line 3, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person (other than Fund VII) is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
7. Thoma Cressey Fund VII, L.P. ("Fund VII"), is the direct beneficial owner of the shares reported in Table I, line 5. |
8. The securities reported in Table I, line 5 may be deemed to be beneficially owned by Thoma Cressey Equity Partners, Inc., a Delaware corporation ("TCEP"), TC Partners VII, L.P., a Delaware limited partnership ("TC"), Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership ("Friends Fund VII"), and Carl D. Thoma ("Thoma"). Thoma may be deemed to control TCEP, TC and Friends Fund VII as Thoma is the sole shareholder of TCEP, which in turn is the general partner of TC, which in turn is the general partner of Friends Fund VII. TCEP, TC, Fund VII, Friends Fund VII and Thoma are collectively referred to as the "Reporting Persons." |
9. Thoma, TCEP, TC Partners and Friends Fund VII expressly disclaim beneficial ownership of the shares reported in Table I, line 5, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person (other than Fund VII) is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
10. Thoma Cressey Fund VII, L.P. ("Fund VII"), is the direct beneficial owner of the shares reported in Table II, line 1. |
11. The securities reported in Table II, line 1 may be deemed to be beneficially owned by Thoma Cressey Equity Partners, Inc., a Delaware corporation ("TCEP"), TC Partners VII, L.P., a Delaware limited partnership ("TC"), Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership ("Friends Fund VII"), and Carl D. Thoma ("Thoma"). Thoma may be deemed to control TCEP, TC and Friends Fund VII as Thoma is the sole shareholder of TCEP, which in turn is the general partner of TC, which in turn is the general partner of Friends Fund VII. TCEP, TC, Fund VII, Friends Fund VII and Thoma are collectively referred to as the "Reporting Persons." |
12. Thoma, TCEP, TC Partners and Friends Fund VII expressly disclaim beneficial ownership of the shares reported in Table II, line 1, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person (other than Fund VII) is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
13. Thoma Cressey Fund VII, L.P. ("Fund VII"), is the direct beneficial owner of the shares reported in Table II, line 3. |
14. The securities reported in Table II, line 3 may be deemed to be beneficially owned by Thoma Cressey Equity Partners, Inc., a Delaware corporation ("TCEP"), TC Partners VII, L.P., a Delaware limited partnership ("TC"), Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership ("Friends Fund VII"), and Carl D. Thoma ("Thoma"). Thoma may be deemed to control TCEP, TC and Friends Fund VII as Thoma is the sole shareholder of TCEP, which in turn is the general partner of TC, which in turn is the general partner of Friends Fund VII. TCEP, TC, Fund VII, Friends Fund VII and Thoma are collectively referred to as the "Reporting Persons." |
15. Thoma, TCEP, TC Partners and Friends Fund VII expressly disclaim beneficial ownership of the shares reported in Table II, line 3, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person (other than Fund VII) is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
16. Thoma Cressey Fund VII, L.P. ("Fund VII"), is the direct beneficial owner of the shares reported in Table II, line 5. |
17. The securities reported in Table II, line 5 may be deemed to be beneficially owned by Thoma Cressey Equity Partners, Inc., a Delaware corporation ("TCEP"), TC Partners VII, L.P., a Delaware limited partnership ("TC"), Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership ("Friends Fund VII"), and Carl D. Thoma ("Thoma"). Thoma may be deemed to control TCEP, TC and Friends Fund VII as Thoma is the sole shareholder of TCEP, which in turn is the general partner of TC, which in turn is the general partner of Friends Fund VII. TCEP, TC, Fund VII, Friends Fund VII and Thoma are collectively referred to as the "Reporting Persons." |
18. Thoma, TCEP, TC Partners and Friends Fund VII expressly disclaim beneficial ownership of the shares reported in Table II, line 5, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person (other than Fund VII) is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
19. Not applicable. |
Thoma Cressey Equity Partners, Inc., by: /s/ Orlando Bravo, authorized signatory | 08/04/2009 | |
TC Partners VII, L.P., by: /s/ Orlando Bravo, authorized signatory | 08/04/2009 | |
Thoma Cressey Fund VII, L.P., by: /s/ Orlando Bravo, authorized signatory | 08/04/2009 | |
Thoma Cressey Friends Fund VII, L.P., by: /s/ Orlando Bravo, authorized signatory | 08/04/2009 | |
Carl D. Thoma, by: /s/ Carl D. Thoma | 08/04/2009 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |