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^*

HENNINGER DEREK

(Last)

(First)

(Middle)

C/O PERSISTENCE SOFTWARE, INC.

1720 S. AMPHLETT BLVD., 3RD FLOOR

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PERSISTENCE SOFTWARE INC [ PRSW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Worldwide Field Operations

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2004

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	10/22/2004		G	V	5,263	D	⁽¹⁾	105,388	I	See Note⁽²⁾
Common Stock	11/05/2004		D		105,388⁽³⁾	D	$5.7	0	I	See Note⁽²⁾
Common Stock	11/05/2004		D		8,390⁽³⁾	D	$5.7	0	I	See Note⁽⁴⁾
Common Stock	11/05/2004		D		8,390⁽³⁾	D	$5.7	0	I	See Note⁽⁵⁾

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	$2.4	11/05/2004		D			4,479	⁽⁶⁾	04/01/2013	Common Stock	5,579	$5.7	0	D
Employee Stock Option	$4.11	11/05/2004		D			5,000	⁽⁷⁾	12/18/2013	Common Stock	5,000	$5.7	0	D

Explanation of Responses:

1. Disposed of as a bona fide gift not for value and for no consideration to the Community Foundation of Silicon Valley.

2. Held in the name of "The Henninger Family Trust."

3. Disposed of pursuant to a merger agreement with Progress Software Corporation ("Progress") in exchange for $5.70 per share in cash.

4. Held in the name of "The Henninger Family Irrevocable Trust fbo Grant Larson Henninger U/A/D 04/03/2000."

5. Held in the name of "The Henninger Family Irrevocable Trust fbo Webb Ryan Henninger U/A/D 04/03/2000."

6. This option was canceled in the merger with Progress Software Corporation ("Progress") in exchange for a cash payment of $14,780.70, representing the difference between the exercise price of the option and the $5.70 per share merger consideration.

7. This option was canceled in the merger with Progress in exchange for a cash payment of $7,950.00, representing the difference between the exercise price of the option and the $5.70 per share merger consideration.

Remarks:

	Derek Henninger	11/05/2004
	** 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).
** 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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