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^*

BYCOFF BARRY N

(Last)

(First)

(Middle)

C/O NETEGRITY, INC.

201 JONES ROAD

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NETEGRITY INC [ NETE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Board Chairman, Pres, CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2004

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	11/24/2004		D		1,402,231	D	$10.75⁽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)
Employee stock option (right to buy)	$3.62	11/24/2004		D			33,750	03/25/2003⁽²⁾	03/25/2013	Common Stock	33,750	$0⁽²⁾	0	D
Employee stock option (right to buy)	$3.62	11/24/2004		D			8,905	03/25/2003⁽³⁾	03/25/2010	Common Stock	8,905	$0⁽³⁾	0	D
Employee stock option (right to buy)	$3.62	11/24/2004		D			6,095	03/25/2003⁽⁴⁾	03/25/2010	Common Stock	6,095	$0⁽⁴⁾	0	D
Employee stock option (right to buy)	$3.62	11/24/2004		D			63,750	03/25/2003⁽⁵⁾	03/25/2010	Common Stock	63,750	$0⁽⁵⁾	0	D
Employee stock option (right to buy)	$4.55	11/24/2004		D			11,250	04/25/2003⁽⁶⁾	04/25/2013	Common Stock	11,250	$0⁽⁶⁾	0	D
Employee stock option (right to buy)	$4.55	11/24/2004		D			22,500	04/25/2003⁽⁷⁾	04/25/2013	Common Stock	22,500	$0⁽⁷⁾	0	D
Employee stock option (right to buy)	$4.55	11/24/2004		D			4,263	04/25/2003⁽⁸⁾	04/25/2010	Common Stock	4,263	$0⁽⁸⁾	0	D
Employee stock option (right to buy)	$4.55	11/24/2004		D			10,737	04/25/2003⁽⁹⁾	04/25/2010	Common Stock	10,737	$0⁽⁹⁾	0	D
Employee stock option (right to buy)	$4.55	11/24/2004		D			63,750	04/25/2003⁽¹⁰⁾	04/25/2010	Common Stock	63,750	$0⁽¹⁰⁾	0	D
Employee stock option (right to buy)	$10.35	11/24/2004		D			406,250	03/09/2004⁽¹¹⁾	12/10/2013	Common Stock	406,250	$0⁽¹¹⁾	0	D
Employee stock option (right to buy)	$10.35	11/24/2004		D			9,455	03/09/2004⁽¹²⁾	12/10/2013	Common Stock	9,455	$0⁽¹²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to a merger agreement between issuer and Computer Associates International, Inc. in exchange for the right to receive $10.75 per share.

2. This option granted 03/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 12,058 shares of Computer Associates common stock for $10.13 per share.

3. This option granted 03/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 3,181 shares of Computer Associates common stock for $10.13 per share.

4. This option granted 03/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 2,177 shares of Computer Associates common stock for $10.13 per share.

5. This option granted 03/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 22,777 shares of Computer Associates common stock for $10.13 per share.

6. This option granted 04/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 4,019 shares of Computer Associates common stock for $12.73 per share.

7. This option granted 04/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 8,039 shares of Computer Associates common stock for $12.73 per share.

8. This option granted 04/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 1,523 shares of Computer Associates common stock for $12.73 per share.

9. This option granted 04/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 3,836 shares of Computer Associates common stock for $12.73 per share.

10. This option granted 04/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 22,777 shares of Computer Associates common stock for $12.73 per share.

11. This option granted 12/09/2003, which provided for a vesting of 6.25% quarterly beginning three (3) months after the grant date, was assumed by Computer Associates in the merger and replaced with an option to purchase 145,153 shares of Computer Associates common stock for $28.97 per share.

12. This option granted 12/09/2003, which provided for a vesting of 6.25% quarterly beginning three (3) months after the grant date, was assumed by Computer Associates in the merger and replaced with an option to purchase 3,378 shares of Computer Associates common stock for $28.97 per share.

Remarks:

	Barry N. Bycoff	11/24/2004
	** 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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