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^*

Xu Ling Elizabeth

(Last)

(First)

(Middle)

945 STEWART DRIVE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VITRIA TECHNOLOGY INC [ VITR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Product Development

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2007

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)
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	03/07/2007		D		14,279	D	⁽¹⁾	0	D
Common Stock	03/07/2007		D		25,000	D	⁽²⁾	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)
Option (right to buy)	$8.72	03/07/2007		D			500	⁽³⁾	10/05/2011	Common Stock	500	⁽¹⁴⁾	0	D
Option (right to buy)	$8.72	03/07/2007		D			1,000	⁽⁴⁾	10/05/2011	Common Stock	1,000	⁽¹⁴⁾	0	D
Option (right to buy)	$8.72	03/07/2007		D			6,000	⁽⁵⁾	10/05/2011	Common Stock	6,000	⁽¹⁴⁾	0	D
Option (right to buy)	$4.12	03/07/2007		D			500	⁽⁶⁾	06/07/2012	Common Stock	500	⁽¹⁴⁾	0	D
Option (right to buy)	$4.12	03/07/2007		D			250	⁽⁷⁾	07/31/2012	Common Stock	250	⁽¹⁴⁾	0	D
Option (right to buy)	$4.71	03/07/2007		D			10,000	⁽⁸⁾	09/02/2013	Common Stock	10,000	⁽¹⁴⁾	10,000	D
Option (right to buy)	$3.03	03/07/2007		D			10,000	⁽⁹⁾	06/21/2014	Commmon Stock	10,000	⁽¹⁴⁾	0	D
Option (right to buy)	$3.41	03/07/2007		D			10,000	⁽¹⁰⁾	02/28/2015	Common Stock	10,000	⁽¹⁴⁾	0	D
Option (right to buy)	$2.72	03/07/2007		D			80,000	⁽¹¹⁾	05/02/2015	Common Stock	80,000	⁽¹⁵⁾	0	D
Option (right to buy)	$2.83	03/07/2007		D			20,000	⁽¹²⁾	01/03/2016	Common Stock	20,000	⁽¹⁴⁾	0	D
Option (right to buy)	$2.83	03/07/2007		D			50,000	⁽¹³⁾	08/11/2006	Common Stock	50,000	⁽¹⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to that certain Agreement and Plan of Merger, dated September 20, 2006, between Issuer, Innovation Technology Group, Inc. and ITG Acquisition, Inc., pursuant to which each outstanding share of common stock was converted into the right to receive $2.75 in cash.

2. The grant of restricted stock outstanding at the effective time of the merger not then vested was cancelled and substituted with a right to receive future cash payments of $2.75 per share pursuant to the same vesting schedule.

3. The option vests as to 2,500 shares on 04/05/2002 and 1/60th of the shares subject to the option monthly thereafter.

4. The option vests as to 100% following six months from the vesting commencement date.

5. The option vests as to 312 shares on 04/05/2002 and 1/48th of the shares subject to the option monthly thereafter.

6. The option vests as to 250 shares on 07/01/2003 and 1/12th of the shares subject to the option monthly thereafter.

7. The option vests 100% on 07/01/2003.

8. The option vests on a monthly basis in 48 equal installments. Vesting will commence on 09/02/2003 and the option will be fully vested as of 09/02/2007.

9. The option vests on a monthly basis in 48 equal installments. Vesting will commence on 07/01/2004 and the option will be fully vested as of 07/01/2008.

10. The option vests on a monthly basis in 48 equal installments. Vesting will commence on 03/01/2005 and the option will be fully vested as of 03/01/2009.

11. The option vests on a monthly basis in 48 equal installments. Vesting will commence on 05/02/2005 and the option will be fully vested as of 05/02/2009.

12. The option vests on a monthly basis in 48 equal installments. Vesting will commence on 01/03/2006 and the option will be fully vested as of 01/03/2010.

13. The stock option vests as to 25% of the shares subject to the option on one year anniversary and 1/48th of the shares subject to the option monthly thereafter.

14. Each stock option outstanding at the effective time of the merger, whether or not then vested or exercisable, was accelerated in accordance with the terms of the 1999 Equity Incentive Plan and cancelled.

15. This option was cancelled in connection with the merger in exchange for a cash payment of $2,400, equal to the difference between the exercise price of the option and $2.75 multiplied by the number of shares subject to the option.

	/s/ Ling Elizabeth Xu	03/09/2007
	** 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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