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^*

Mongelluzzo John A

(Last)

(First)

(Middle)

2 MACARTHUR PLACE

(Street)

SANTA ANA

92707

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MSC SOFTWARE CORP [ MSCS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Ex VP, Bus Adm, Legal, Secy

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2009

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	10/13/2009		D		63,115⁽¹⁾	D	$8.4⁽¹⁾	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)
Restricted Stock Units	⁽²⁾	10/13/2009		D			21,666	⁽³⁾	10/27/2009	Common Stock	21,666	$8.4	0	D
Restricted Stock Unit	⁽²⁾	10/13/2009		D			26,666	⁽⁴⁾	02/26/2011	Common Stock	26,666	$8.4	0	D
Restricted Stock	⁽²⁾	10/13/2009		D			100,000	⁽⁵⁾	03/28/2012	Common Stock	100,000	$8.4	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer, Maximus Holdings Inc. (a corporation controlled by Symphony Technology Group) and Maximus Inc. (a wholly-owned subsidiary of Maximus Holdings Inc.) the ("MA") in exchange for a cash payment of $8.40 per share ("Merger Price"). Includes 11,666 shares under a 2006 performance stock unit grant that vested ratably over a three year period upon achievement of certain performance based criteria.

2. 1 for 1

3. Remainder of 10/27/06 RSU grant of a total of 65,000 shares that vested in 3 annual increments beginning 10/26/07. Cancelled pursuant to the MA in exchange for a cash payment of $8.40 per share or $181,994.40 (gross before taxes/other withholdings).

4. Remainder of 2/26/08 RSU grant of 40,000 shares that vested in 3 annual increments beginning 2/26/09. Cancelled pursuant to the MA in exchange for a cash payment of $8.40 per share or $223,994.40 (gross before taxes/other withholdings).

5. 3/28/09 RSU grant of 100,000 shares that vested in 3 annual increments beginning 3/28/10. Cancelled pursuant to the MA in exchange for a cash payment of $8.40 per share or $840,000.00 (gross before taxes/other withholdings).

Remarks:

	/John A. Mongelluzzo/	10/13/2009
	** 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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