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^*

LEWIS JACK L

(Last)

(First)

(Middle)

1650 TYSONS BLVD

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEBMETHODS INC [ WEBM ]

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)
09/16/2005

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								88,082	I	by trust
Common Stock	09/16/2005		J⁽¹⁾		50,000	D	$0.00	0	I	by trusts⁽²⁾

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)
Stock Option (to buy)	$6.04							12/17/1999⁽³⁾	11/17/2009	Common Stock	9,198		9,198	D
Stock Option (to buy)	$8.85							09/28/2002⁽⁴⁾	08/28/2012	Common Stock	15,000		150,000	D
Stock Option (to buy)	$8.32							09/26/2003⁽⁴⁾	08/26/2013	Common Stock	15,000		15,000	D
Stock Option (to buy)	$4.29							09/26/2004⁽⁴⁾	08/26/2014	Common Stock	15,000		15,000	D
Phantom Stock⁽⁵⁾	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	3,557.323		3,557.323	D
Stock Option (to buy)	$6.81							09/30/2005⁽⁴⁾	08/30/2015	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Distribution of shares to beneficiaries of trusts

2. Shares were held by family trusts of which Mr. Lewis' spouse is trustee. Mr. Lewis disclaims beneficial ownership of these shares.

3. Option vests ratably over 36 months following option grant date.

4. Option vests ratably over twelve months following option grant date.

5. Pursuant to the webMethods, Inc. Deferred Compensation Plan for Directors (the "Plan"), the reporting person has elected to defer receipt of his retainer and fees for attending Board and Committee meetings and receive shares of common stock valued by the quotient of the amount of Director retainer fees accrued during the previous quarter divided by the fair market value of webMethods' common stock, as calculated in accordance with the Plan.

6. One for one

7. The phantom stock will be paid to the reporting person in the form of common stock, as soon as practicable after the earliest of the reporting person?s termination of service as a director, the termination of the Plan or the time that the Administrator under the Plan approves a distribution in the event of severe financial hardship.

Remarks:

	Gary Ford, Attorney in Fact	09/20/2005
	** 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).
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