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^*

CALONICO JOHN E JR

(Last)

(First)

(Middle)

803 11TH AVENUE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2003

3. Issuer Name and Ticker or Trading Symbol
INTERWOVEN INC [ IWOV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and SVP Finance

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)
Common Stock	3,384	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)
Non-Qualified Stock Option (right to buy)	10/18/2002⁽¹⁾	10/18/2012	Common Stock	74,716	$4.0988	D
Non-Qualified Stock Option (right to buy)	01/14/2002⁽²⁾	01/14/2012	Common Stock	44,829	$6.692	D
Non-Qualified Stock Option (right to buy)	01/14/2002⁽³⁾	01/14/2012	Common Stock	134,488	$11.7612	D

Explanation of Responses:

1. Monthly vesting for 36 months. Upon constructive termination due to a change of control, 100% of the remaining unvested options will become immediately exercisable.

2. 4 year monthly vesting with 6 months cliff. Upon constructive termination due to a change of control, 50% of the remaining unvested options will become immediately exercisable.

3. (i) 50,000 - 1/3 of the shares will vest after 2 years, and the remaining shares will vest in equal monthly increments over the subsequent 48 months (option would be fully vested after 6 years). Upon constructive termination due to a change of control, 50% of the remaining unvested options will become immediately exercisable. (ii)175,000 - 4 year monthly vesting with 6 months cliff. Upon constructive termination due to a change of control, 50% of the remaining unvested options will become immediately exercisable.

	/s/ John Calonico	11/25/2003
	** 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.