SEC FORM 4

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^*

ADAMS SAM

(Last)

(First)

(Middle)

380 ST. PETER STREET

(Street)

ST. PAUL

55102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LAWSON SOFTWARE INC [ LWSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/09/2004		S		4,161	D	$9.1118	7,289⁽¹⁾	D
Common Stock	01/09/2004		S		16,500	D	$8.9612	7,289⁽¹⁾	D
Common Stock	01/09/2004		S		1,664	D	$8.88	7,289⁽¹⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
option - right to buy⁽²⁾	$1.8697	01/09/2004		M			4,161	06/01/1999⁽³⁾	10/07/2008	common stock	4,161	$0	0	D
option - right to buy⁽²⁾	$2.2471	01/09/2004		M			1,664	12/06/2001⁽⁴⁾	06/03/2009	common stock	1,664	$0	0	D
option - right to buy⁽²⁾	$2.2471	01/09/2004		M			16,500	06/01/2000⁽⁵⁾	08/26/2009	common stock	16,500	$0	34,559	D

Explanation of Responses:

1. Includes 5,504 shares held indirectly through Lawson's 401(k) plan trust and 1,785 shares purchased on 7/10/02 in an exempt transaction under Rule 16b-3 under Lawson Software Inc.'s Employee Stock Purchase Plan.

2. For all other derivative securities beneficially owned, please see previous Form 4 filings.

3. Exempt grant under Rule 16b-3 on 10/7/98 of option pursuant to 1996 Stock Incentive Plan. Option vests in one-fifth increments beginning 6/1/99. Option is 100% vested.

4. Exempt grant under Rule 16b-3 on 6/3/99 of option pursuant to 1996 Stock Incentive Plan. Option is 100% vested.

5. Exempt grant under Rule 16b-3 on 8/26/99 of option pursuant to 1996 Stock Incentive Plan. Option vests annually in one-fifth increments beginning 6/1/00, subject to acceleration upon certain events.

	/s/ Sam Adams	01/13/2004
	** 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.
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