UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP NUMBER)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  x

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

13D

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13D

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13D

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SCHEDULE 13D

This Amendment No. 1 supplements the information set forth in the Schedule 13D filed on behalf of (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (“Praesidium”), (ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram the “Reporting Persons”) with the United States Securities and Exchange Commission on March 12, 2012 (the “Schedule 13D”), relating to common stock (“Common Stock”), of JDA Software Group, Inc., a Delaware corporation (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2(a) of the Schedule 13D is hereby amended and restated as follows:

Item 2. Identity and Background

(a) This statement is filed by: (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (“Praesidium”), (ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram the “Reporting Persons”).

Praesidium, in its capacity as investment manager to certain managed accounts and investment fund vehicles on behalf of investment advisory clients (collectively, the “Accounts”), has sole power to vote 3,134,542 shares of Common Stock held in the Accounts and to dispose of the shares of 3,333,880 shares of Common Stock held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to control Praesidium.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

Item 3. Source and Amount of Funds

The net investment costs (including commissions, if any) of the shares of Common Stock directly owned by the Accounts is approximately $26.39 per share.

Item 4 of the Schedule 13D is hereby amended and restated as follows:

Item 4. Purpose of Transaction

Consistent with its investment purpose, the Reporting Persons expect to engage in communications with one or more officers, members of the board of directors (the “Board”), representatives, shareholders of the Issuer and other relevant parties concerning the business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans of the Issuer that may result in the Reporting Persons proposing one or more ideas that, if effectuated, may result in any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Depending on such communications, and subject to the conditions below, the Reporting Persons may make additional purchases or may sell or transfer Common Stock beneficially owned by them from time to time in public transactions. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

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On May 4, 2012, the Reporting Persons sent a letter to the Board (the “Board Letter”) regarding the appointment of Arthur Young and the creation of the position of “lead independent director.” A copy of the Board Letter is attached hereto as Exhibit 2.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

Item 5. Interest in Securities of the Issuer

(a) — (b) The Reporting Persons beneficially own 3,333,880 shares of Common Stock, which represents 7.8% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by each Reporting Person as of March 12, 2012 as set forth in this Schedule 13D, by (ii) the 42,550,546, shares of Common Stock outstanding as of October 24, 2011, according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 31, 2011.

Praesidium, in its capacity as investment manager to the Accounts has sole power to vote 3,134,542 shares of Common Stock and the power to dispose of the 3,333,880 shares of Common Stock held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to beneficially own the Common Stock held in the Accounts.

(c) Transactions in the Issuer’s securities by the Reporting Persons during the last sixty days are listed in Annex A attached hereto.

(d) Not Applicable.

(e) Not Applicable.

Item 7 of the Schedule 13D is hereby amended and restated as follows:

Item 7. Material to be Filed as Exhibits

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Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 4, 2012

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EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of JDA Software Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 4, 2012.

EXHIBIT 2

BOARD LETTER

		Praesidium Investment Management Company, LLC 747 Third Avenue • New York, NY 10017 Tel: 212.821.1495 • Fax: 212.821.1494 info@praesidiumIM.com

May 4, 2012

JDA Software Group, Inc.

14400 North 87^th Street

Scottsdale, AZ 85260

Dear Members of the Board of Directors:

Praesidium Investment Management Company, LLC together with its affiliates (“Praesidium”) currently owns approximately 7.8% of the outstanding shares of JDA Software Group, Inc. (“JDA” or the “Company”). Praesidium has a long-term, multi-year investment horizon and frequently interacts with management teams to propose strategic ideas. Praesidium has been a shareholder of JDA for over four years and, as one of the largest shareholders of the Company, looks forward to continuing to work in a constructive and collaborative manner with JDA’s management and Board of Directors (the “Board”) in exploring value enhancing ideas. In this capacity we have offered, and will continue to offer, our views on ways the Company can strengthen its Board.

We are pleased with the appointment of Arthur Young of Blum Capital to the Board of Directors. We’ve known Mr. Young for many years and believe he possesses a strong set of financial and strategic skills that will add significant value to JDA. We are also pleased with the creation of the position of Lead Independent Director. We believe the creation of this role should improve the overall level of corporate governance and add valuable insights from an outsider perspective on maximizing shareholder value.

Praesidium has significant experience investing in enterprise software companies. We believe, based on our research, that JDA possesses a unique collection of valuable software assets that are meaningfully undervalued by the public market. Further, based on our analysis of dozens of acquisitions in the enterprise software space, we believe the current discount to private market value is substantial. We think this Board appointment and creation of the position of Lead Independent Director are important first steps toward the ultimate crystallization of value of JDA. We believe there remains a substantial opportunity to unlock value at JDA and we look forward to a continued constructive dialogue with the Board and management on ways to achieve this in the best interest of shareholders.

Annex A

Except as set forth below, there have been no transactions in the Common Stock by the Reporting Persons or, to the knowledge of the Reporting Persons, by any of the other persons named in Item 2 during the past sixty days.

During the past sixty days, the Reporting Persons effected the following purchases and sales of shares of Common Stock in open market transactions: