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^*

AURIEMMA SAM M

(Last)

(First)

(Middle)

3565 HARBOR BOULEVARD

(Street)

COSTA MESA

92626-1420

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FILENET CORP [ FILE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2006

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	10/12/2006		D		30,000⁽⁵⁾	D	$35⁽¹⁾	0	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)
Restricted Stock Unit	⁽²⁾	10/12/2006		D			165,000	10/12/2006	⁽³⁾	Common Stock	165,000	$0⁽³⁾	0	D
Stock Option (right to buy)	$20.03	10/12/2006		D			175,000	⁽⁴⁾	09/13/2010	Common Stock	175,000	$14.97⁽⁴⁾	0	D
Stock Option (right to buy)	$23.47	10/12/2006		D			35,000	⁽⁶⁾	01/02/2011	Common Stock	35,000	$11.53⁽⁶⁾	0	D
Stock Option (right to buy)	$13.38	10/12/2006		D			40,000	⁽⁷⁾	07/12/2012	Common Stock	40,000	$21.62⁽⁷⁾	0	D
Stock Option (right to buy)	$13.63	10/12/2006		D			35,000	⁽⁸⁾	07/01/2012	Common Stock	35,000	$21.37⁽⁸⁾	0	D
Stock Option (right to buy)	$13.21	10/12/2006		D			25,000	⁽⁹⁾	12/11/2012	Common Stock	25,000	$8.495⁽⁹⁾	0	D
Stock Option (right to buy)	$26.505	10/12/2006		D			25,000	⁽¹⁰⁾	12/02/2013	Common Stock	25,000	$8.495⁽⁴⁾	0	D
Stock Option (right to buy)	$26.64	10/12/2006		D			40,000	⁽¹¹⁾	12/15/2014	Common Stock	35,000	$8.36	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement (the "Merger Agreement") pursuant to which International Business Machines Corporation ("IBM") acquired the issuer(the "Merger"), which provides for the cancellation of shares of Common Stock of the Issuer in exchange for $35.00 per share (the "Merger Consideration").

2. Each RSU represents a right to receive one (1) share of Issuer's Common Stock.

3. The RSUs originally vested based upon targeted financial performance goals subject to partial acceleration upon change of control. Pursuant to the Merger, 75% of the RSUs, representing 123,750 shares, will accelerate vesting and be cashed out for the Merger Consideration totaling $4,331,250. The remaining 25% of the RSUs, representing 41,250 shares, will be forfeited and canceled without payment.

4. This option, which provided for vesting in installments of 25% on September 13, 2001 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price.

5. Includes 21,250 shares of unvested restricted stock for which the restrictions lapsed upon the Merger.

6. This option, which provided for vesting in installments of 25% on January 2, 2002 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price.

7. This option, which provided for vesting in installments of 25% on July 12, 2002 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price.

8. This option, which provided for vesting in installments of 25% on July 1, 2003 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price.

9. This option, which provided for vesting in installments of 25% on December 11, 2003 and as to 1/36 of the total grant amount each month thereafter. Vesting was accelerated upon the closing of the Merger and the option was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price.

10. This option, which provided for vesting in installments of 25% on December 2, 2004 and as to 1/36 of the total grant amount each month thereafter. Vesting was accelerated upon the closing of the Merger and the option was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price.

11. This option, which provided for vesting in installments of 25% on December 15, 2005 and as to 1/36 of the total grant amount each month thereafter. Vesting was accelerated upon the closing of the Merger and the option was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price.

	Sam M. Auriemma	10/12/2006
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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