SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Chilton Anton

(Last)

(First)

(Middle)

100 INNOVATION PLACE

(Street)

SANTA BARBARA

93108

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2015

3. Issuer Name and Ticker or Trading Symbol
QAD INC [ QADA, QADB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Global Services

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock ($0.001 par value)	13,614	D
Class B Common Stock ($0.001 par value)	164	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Right (Right to Buy)	02/05/2010⁽¹⁾	02/05/2017	Class A Common Stock	4,000⁽¹⁾	$5.04	D
Stock Appreciation Right (Right to Buy)	10/15/2010⁽²⁾	10/15/2017	Class A Common Stock	2,000⁽²⁾	$9.8	D
Stock Appreciation Right (Right to Buy)	06/07/2012⁽³⁾	06/07/2019	Class A Common Stock	3,375⁽³⁾	$9.95	D
Stock Appreciation Right (Right to Buy)	06/12/2013⁽⁴⁾	06/12/2020	Class A Common Stock	7,500⁽⁴⁾	$12.85	D
Stock Appreciation Right (Right to Buy)	06/11/2014⁽⁵⁾	06/11/2021	Class A Common Stock	7,500⁽⁵⁾	$11.81	D
Stock Appreciation Right (Right to Buy)	02/05/2010⁽⁶⁾	02/05/2017	Class B Common Stock	1,000⁽⁶⁾	$5.04	D
Stock Appreciation Right (Right to Buy)	10/15/2010⁽⁷⁾	10/15/2017	Class B Common Stock	500⁽⁷⁾	$9.8	D

Explanation of Responses:

1. Original 16,000 SAR grant was made on February 5, 2009. All 16,000 SARs are fully vested. 12,000 SARs have been exercised leaving 4,000 unexercised SARs.

2. Original 4,000 SAR grant was made on October 15, 2009. All 4,000 SARs are fully vested. 2,000 SARs have been exercised leaving 2,000 unexercised SARs.

3. Original 4,500 SAR grant was made on June 7, 2011. All 4,500 SARs are fully vested. 1,125 SARs have been exercised leaving 3,375 unexercised SARs.

4. Original 7,500 SAR grant was made on June 12, 2012. 3,750 SARs have vested. 1,875 SARs will vest on June 12, 2015 and 1,875 shares will vest on June 12, 2016.

5. Original 7,500 SAR grant was made on June 11, 2013. 1,875 SARs have vested. 1,875 SARs will vest on each of June 11, 2015, June 11, 2016 and June 11, 2017.

6. Original 4,000 SAR grant was made on February 5, 2009. All 4,000 SARs are fully vested. 3,000 SARs have been exercised leaving 1,000 unexercised SARs.

7. Original 1,000 SAR grant was made on October 15, 2009. All 1,000 SARs are fully vested. 500 SARs have been exercised leaving 500 unexercised SARs.

Remarks:

	Betty Weinert, attorney in fact for Anton Chilton	06/11/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.