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^*

SPADAFORA SAMUEL T

(Last)

(First)

(Middle)

20400 STEVENS CREEK BOULEVARD, SUITE 200

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHORDIANT SOFTWARE INC [ CHRD ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2004

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	09/24/2003		G⁽⁵⁾	V	6,500	D	$0	477,250	I	See footnote.⁽¹⁾
Common Stock	09/24/2003		G⁽⁵⁾	V	6,500	A	$0	483,750	I	See footnote.⁽²⁾
Common Stock	01/28/2004		G⁽⁵⁾	V	3,500	D	$0	480,250	I	See footnote.⁽³⁾
Common Stock	01/28/2004		G⁽⁵⁾	V	3,500	A	$0	483,750	I	See footnote.⁽⁴⁾
Common Stock	02/10/2004		S⁽⁶⁾		3,000	D	$5.5	480,750	I	See footnote.⁽⁷⁾
Common Stock	02/11/2004		S⁽⁶⁾		2,000	D	$5.5	478,750	I	See footnote.⁽⁸⁾

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)

Explanation of Responses:

1. Consists of (a) 10,000 shares held by Sandra Oates Irrevocable Trust, (b) 20,000 shares held by Steven Spadafora Irrevocable Trust, (c) 20,000 shares held by Michael Spadafora Irrevocable Trust, (d) 20,000 shares held by Steven Spadafora, Mr. Spadafora's son, (e) 20,000 shares held by Sandra Oates, Mr. Spadafora's daughter, (f) 20,000 shares held by Michael Spadafora, Mr. Spadafora's son, (g) 10,000 shaares held by Michael Spadafora as custodian for Sofia Rose Spadafora, Mr. Spadafora's granddaughter, pursuant to the Uniform Transfers of Minors Act, (h) 7,500 shares held by Nicole Oates, Mr. Spadafora's granddaughter, (i) 7,500 shares held by Taylor Oates, Mr. Spadafora's granddaughter, (j) 2,500 held by Taylor Oates in care of Mr. Spadafora, (k) 2,500 shares held by Nicole Oates in care of Mr. Spadafora, (l) 337,250 shares held by Samuel T. and Cheryl Spadafora 1992 Family Trust.

2. Consists of (a) 10,000 shares held by Sandra Oates Irrevocable Trust, (b) 20,000 shares held by Steven Spadafora Irrevocable Trust, (c) 20,000 shares held by Michael Spadafora Irrevocable Trust, (d) 20,000 shares held by Steven Spadafora, Mr. Spadafora's son, (e) 20,000 shares held by Sandra Oates, Mr. Spadafora's daughter, (f) 20,000 shares held by Michael Spadafora, Mr. Spadafora,s son, (g) 10,000 shares held by Michael Spadafora as custodian under UGMA for Sofia Rose Spadafora, Mr. Spadafora's granddaughter,(h)7,500 shares held by Nicole Oates, Mr. Spadafora's granddaughter (i) 7,500 shares held by Taylor Oates, Mr. Spadafora's granddaughter, (j)2,500 shares held by Taylor Oates in care of Mr. Spadafora, (k) 2,500 shares held by Nicole Oates in care of Mr. Spadafora, (l) 6,500 shares held by Steven J. Spadafora as custodian under UGMA for Samuel J. Spadafora, Mr. Spadafora's grandson, (m) 337,250 shares held by Samuel T. and Cheryl Spadafora Family Trust.

3. Consists of (a) 10,000 shares held by Sandra Oates Irrevocable Trust, (b) 20,000 shares held by Steven Spadafora Irrevocable Trust, (c) 20,000 shares held by Michael Spadafora Irrevocable Trust, (d) 20,000 shares held by Steven Spadafora, Mr. Spadafora's son, (e) 20,000 shares held by Sandra Oates, Mr. Spadafora's daughter, (f) 20,000 shares held by Michael Spadafora, Mr. Spadafora's son, (g) 10,000 shares held by Michael Spadafora as custodian under UGMA for Sofia Rose Spadafora, Mr. Spadafora's granddaughter, (h) 7,500 shares held by Nicole Oates, Mr. Spadafora's granddaughter, (i) 7,500 shares held by Taylor Oates, Mr. Spadafora's granddaughter, (j) 2,500 shares held by Taylor Oates in care of Mr. Spadafora, (k) 2,500 shares held by Nicole Oates in care of Mr. Spadafora, (l) 6,500 shares held by Steven J. Spadafora as custodian Under UGMA for Samuel J. Spadafora, Mr. Spadafora's grandson, (m) 333,750 shares held by Samuel T. and Cheryl M. Spadafora 1992 Family Trust.

4. Consists of(a)10,000 shares held by Sandra Oates Irrevocable Trust,(b) 20,000 shares held by Steven Spadafora Irrevocable Trust, (c) 20,000 shares held by Michael Spadafora Irrevocable Trust,(d) 20,000 shares held by Steven Spadafora, Mr. Spadafora's son, (e) 20,000 shares held by Sandra Oates, Mr. Spadafora's daughter,(f) 20,000 shares held by Michael Spadafora, Mr. Spadafora's son,(g)10,000 shares held by Michael Spadafora as custodian under UGMA for Sofia Rose Spadafora, Mr. Spadafora's granddaughter, (h) 7,500 shares held by Nicole Oates, Mr. Spadafora's granddaughter, (i) 7,500 shares held by Taylor Oates, Mr. Spadafora's granddaugter(j) 2,500 shares held by Taylor Oates in care of Mr. Spadafora, (k) 2,500 shares held by Nicole Oates in care of Mr. Spadafora,(l)10,000 shares held by Steven J. Spadafora as custodian under UGMA for Samuel J. Spadafora,Mr. Spadafora's grandson;(m)333,750 shares held by Samuel T. and Cheryl M. Spadafora 1992 Family Trust.

5. Gift Transfer to Steven J. Spadafora, as custodian under UGMA for Samuel J. Spadafora, Mr. Spadafora's grandson.

6. The sale reported on this Form 4 was effected pursuant to a Rule 10b-5-1 trading plan adopted by the reporting person on May 13, 2003.

7. Consists of (a)10,000 shares held by Sandra Oates Irrevocable Trust,(b)20,000 shares held by Steven Spadafora Irrevocable Trust,(c)20,000 shares held by Michael Spadafora Irrevocable Trust,(d)20,000 shares held by Steven Spadafora, Mr. Spadafora's son, (e) 20,000 shares held by Sandra Oates,Mr. Spadafora's daughter,(f) 20,000 shares held by Michael Spadafora, Mr. Spadafora's son, (g) 10,000 shares held by Michael Spadafora as custodian under UGMA for Sofia Rose Spadafora, Mr. Spadafora's granddaughter,(h)7,500 shares held by Nicole Oates, Mr. Spadafora's granddaughter,(i) 7,500 shares held by Taylor Oates, Mr. Spadafora's granddaughter, (j) 2,500 shares held by Taylor Oates in care of Mr. Spadafora;(k)2,500 shares held by Nicole Oates in care of Mr. Spadafora,(l)10,000 shares held by Steven J. Spadafora as custodian under UGMA for Samuel J. Spadafora, Mr. Spadafora's grandson,(m)330,750 shares held by Samuel T. and Cheryl M. Spadafora 1992 Trust.

8. Consists of (a) 10,000 shares held by Sandra Oates Irrevocable Trust, (b) 20,000 shares held by Steven Spadafora Irrevocable Trust, (c) 20,000 shares held by Michael Spadafora Irrevocable Trust, (d) 20,000 shares held by Steven Spadafora, Mr. Spadafora's son, (e) 20,000 shares held by Sandra Oates, Mr. Spadafora's daughter, (f) 20,000 shares held by Michael Spadafora, Mr. Spadafora's son, (g) 10,000 shares held by Michael Spadafora as custodian under UGMA for Sofia Rose Spadafora, Mr. Spadafora's granddaughter, (h) 7,500 shares held by Nicole Oates, Mr. Spadafora's granddaughter, (i) 7,500 shares held by Taylor Oates, Mr. Spadafora's granddaughter, (j) 2,500 shares held by Taylor Oates in care of Mr. Spadafora, (k) 2,500 shares held by Nicole Oates in care of Mr. Spadafora, (l) 10,000 shares held by Steven J. Spadafora as custodian under UGMA for Samuel J. Spadafora, Mr. Spadafora's grandson, (m) 328,750 shares held by Samuel T. and Cheryl M. Spadafora 1992 Family Trust.

	Nancy H. Wojtas (Attorney-In-Fact)	02/12/2004
	** 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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