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^*

WILMINGTON PHILIP W

(Last)

(First)

(Middle)

4460 HACIENDA DRIVE

(Street)

PLEASANTON

94588

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEOPLESOFT INC [ PSFT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2003

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, PeopleSoft, Inc.								3,287	D
Restricted Stock, PeopleSoft, Inc.	11/05/2003		S		3,125⁽¹⁾	D	$21.53	79,937	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)
Incentive Stock Option (right to buy)	$33.25							⁽²⁾	11/29/2010	Common Stock, PeopleSoft, Inc.	⁽³⁾		12,028	D
Non Qualified Stock Option (right to buy)	$17							⁽⁴⁾	12/13/2008	Common Stock, PeopleSoft, Inc.	⁽³⁾		9,000	D
Non-Qualifed Stock Option (right to buy)	$11.5813							⁽⁵⁾	07/30/2009	Common Stock, PeopleSoft, Inc.	⁽³⁾		13,334	D
Non-Qualified Stock Option (right to buy)	$20.9375							⁽⁶⁾	03/20/2011	Common Stock, PeopleSoft, Inc.	⁽³⁾		80,000	D
Non-Qualified Stock Option (right to buy)	$19.875							⁽⁴⁾	03/31/2007	Common Stock, PeopleSoft, Inc.	⁽³⁾		6,000	D
Non-Qualified Stock Option (right to buy)	$13.6875							⁽⁷⁾	04/29/2009	Common Stock, PeopleSoft, Inc.	⁽³⁾		18,750	D
Non-Qualified Stock Option (right to buy)	$14.88							⁽⁶⁾	06/27/2012	Common Stock, PeopleSoft, Inc.	⁽³⁾		75,000	D
Non-Qualified Stock Option (right to buy)	$17.81							⁽⁶⁾	01/16/2013	Common Stock, PeopleSoft, Inc.	⁽³⁾		75,000	D
Non-Qualified Stock Option (right to buy)	$16.56							⁽⁶⁾	08/04/2013	Common Stock, PeopleSoft, Inc.	⁽³⁾		75,000⁽⁸⁾	D
Non-Qualified Stock Option (right to buy)	$16.01							⁽⁶⁾	08/06/2012	Common Stock, PeopleSoft, Inc.	⁽³⁾		75,000	D
Non-Qualified Stock Option (right to buy)	$15.5							⁽⁹⁾	10/31/2009	Common Stock, PeopleSoft, Inc.	⁽³⁾		92,500	D
Non-Qualified Stock Option (right to buy)	$20.19							⁽⁶⁾	11/05/2012	Common Stock, PeopleSoft, Inc.	⁽³⁾		75,000	D
Non-Qualified Stock Option (right to buy)	$29.29							⁽⁶⁾	02/05/2012	Common Stock, PeopleSoft, Inc.	⁽³⁾		300,000	D
Non-Qualified Stock Option (right to buy)	$17.96							⁽⁶⁾	09/26/2011	Common Stock, PeopleSoft, Inc.	⁽³⁾		50,000	D
Non-Qualified Stock Option (right to buy)	$16.67							⁽⁶⁾	05/04/2013	Common Stock, PeopleSoft, Inc.	⁽³⁾		75,000	D
Non-Qualified Stock Option (right to buy)	$14.125							⁽¹⁰⁾	08/30/2009	Common Stock, PeopleSoft, Inc.	⁽³⁾		46,875	D
Non-Qualified Stock Option (right to buy)	$16.8906							⁽⁴⁾	07/30/2006	Common Stock, PeopleSoft, Inc.	⁽³⁾		2,400	D
Nonqualified Stock Option (right to buy)	$33.25							⁽²⁾	11/29/2010	Common Stock, PeopleSoft, Inc.	⁽³⁾		167,972	D
Nonqualified Stock Option (right to buy)	$21.3125							⁽¹¹⁾	01/02/2010	Common Stock, PeopleSoft, Inc.	⁽³⁾		12,500	D

Explanation of Responses:

1. Automatic disposal of restricted stock pursuant to 10b5-1 trading plan.

2. Stock option vests 25% annually.

3. See Column 9 for the Number of Derivative Securities Beneficially Owned.

4. Stock option vests 20% annually on the date of grant.

5. Vests monthly over two years.

6. Stock option vests 1/16 per quarter over four years.

7. Stock option vests 25% after 1 year and quarterly thereafter for 3 years (12 quarters).

8. Mr. Wilmington has the right to buy 1,261,359 shares of PeopleSoft Common Stock which includes the transaction reported in Table II, Column 9.

9. 100,000 shares vests 25% on 1 yr. anniversary and quarterly thereafter and 60,000 shares vests 50% on the 1st and 2nd anniversari es.

10. 500,000 shares vests 25% on 1 yr. anniversary and quarterly thereafter and 25,000 shares vests 50% on the 1st and 2nd anniversar ies.

11. Stock option vests annually over two years.

Remarks:

	Margaret Budd, by P.O.A.	11/06/2003
	** 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).
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