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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* KOPELMAN KENNETH P (Last) (First) (Middle) C/O MOBIUS MANAGEMENT SYSTEMS, INC. 120 OLD POST ROAD (Street) RYE NY 10580 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MOBIUS MANAGEMENT SYSTEMS INC [ MOBI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/15/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	06/15/2007		P		3,850(1)	D	$10.05	0	I	See Footnote(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Non-Qualified)	$11	06/15/2007		J(2)			0	(3)	02/25/2008	Common Stock	10,000(2)	$10.05	0	D
Option (Non-Qualified)	$7.75	06/15/2007		J(2)			0	(3)	01/07/2010	Common Stock	10,000(2)	$10.05	0	D
Option (Non-Qualified)	$3.75	06/15/2007		J(2)			0	(3)	02/06/2011	Common Stock	10,000(2)	$10.05	0	D
Option (Non-Qualified)	$3.1	06/15/2007		J(2)			0	(3)	01/10/2012	Common Stock	10,000(2)	$10.05	0	D
Option (Non-Qualified)	$2.89	06/15/2007		J(2)			0	(3)	01/27/2013	Common Stock	10,000(2)	$10.05	0	D
Option (Non-Qualified)	$10.46	06/15/2007		J(2)			0	(3)	12/16/2013	Common Stock	10,000(2)	$10.05	0	D
Option (Non-Qualified)	$6.18	06/15/2007		J(2)			0	(3)	02/09/2015	Common Stock	10,000(2)	$10.05	0	D
Option (Non-Qualified)	$6.63	06/15/2007		J(2)			0	(3)	02/07/2016	Common Stock	10,000(2)	$10.05	0	D
Option (Non-Qualified)	$6.6	06/15/2007		J(2)			0	(3)	02/06/2017	Common Stock	10,000(2)(4)	$10.05	0	D

Explanation of Responses:

1. Includes 1,500 shares of common stock held in trust by Mr. Kopelman?s wife, as trustee, for Mr. Kopelman?s three children. Mr. Kopelman disclaims beneficial ownership of such shares. Also includes 2,350 shares of common stock held jointly by Mr. Kopelman and his wife. Represents shares of the common stock, par value $0.0001 per share (?Common Stock?) of Mobius Management Systems, Inc. (?Mobius?) acquired by ASG M& A, Inc. (?ASG M& A?), a wholly-owned subsidiary of Allen Systems Group, Inc. (?ASG?), pursuant to a merger which occurred on the transaction date indicated above (the ?Merger?) in accordance with an Agreement and Plan of Merger, dated April 11, 2007, among Mobius, ASG and ASG M& A (the ?Merger Agreement?).

2. Represents options to purchase Common Stock of Mobius which vested and were canceled upon completion of the Merger pursuant to the Merger Agreement.

3. These options were canceled in the merger in exchange for a cash payment equal to the product of (i) the number of shares of the Common Stock subject to the award; and (ii) the excess, if any, of the per share merger consideration over the exercise price per share of the award.

4. Represents 2,500 options which vested on May 6, 2007 and 7,500 options which did not vest prior to being canceled upon completion of the Merger pursuant to the Merger Agreement described above.

Remarks:

	/s/ David Gordon as Attorney In fact for Kenneth P. Kopelman	06/18/2007
	** Signature of Reporting Person	Date
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