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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* ROBERTS LEE D (Last) (First) (Middle) 3565 HARBOR BOULEVARD (Street) COSTA MESA CA 92626-1420 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FILENET CORP [ FILE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, Chief Exec Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/12/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/12/2006		D		42,500(1)	D	$35	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	10/12/2006		D			270,000	(3)	(3)	Common Stock	270,000	$0	0	D
Stock Option	$23.88	10/12/2006		D			67,500	(4)	04/14/2008	Common Stock	67,500	$11.12(5)	0	D
Stock Option	$23.94	10/12/2006		D			80,000	(6)	01/04/2010	Common Stock	80,000	$11.06(5)	0	D
Stock Option	$23.47	10/12/2006		D			200,000	(7)	01/02/2011	Common Stock	200,000	$11.53(5)	0	D
Stock Option	$18.45	10/12/2006		D			197,564	(8)	12/12/2011	Common Stock	197,564	$16.55(5)	0	D
Stock Option	$26.505	10/12/2006		D			60,000	(9)	12/02/2013	Common Stock	60,000	$8.495(5)	0	D
Stock Option	$26.64	10/12/2006		D			80,000	(10)	12/15/2014	Common Stock	80,000	$8.36(5)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Merger Agreement under which International Business Machines Corporation ("IBM") acquired Issuer in a transaction in which the shares of the Common Stock of Issuer are cancelled in exchange for $35.00 per share ("Merger Consideration"), includes 42,500 shares of unvested restricted stock.

2. Each Restriced Stock Unit ("RSU") represents a right to receive one share of Issuers common stock.

3. The RSUs were to vest upon Issuer's achievement of targeted financial performance in 2006, 2007 and 2008, subject to partial accelaration upon change of control. Pursuant to the Merger, 75% of reporting persons RSUs, 202,500 RSUs, vested and will be paid the Merger Consideration, a total of $7,087,500.00. The remaining 25% of the RSUs, 67,500 RSUs, were converted into generally comparable IBM RSUs representing 28,614 shares of IBM common stock to be paid out over 2006 - 2008.

4. Vested 25% on April 4 in each of 1999, 2000, 2001 and 2002.

5. All options were cashed out pursuant to the Merger Agreement at the Merger Consideration less the exercise price per share.

6. Vested 25% on January 4, 2001 and 1/36 of the total award vested each month thereafter.

7. Vested 50% on January 2, 2002 and the balance January 2, 2003.

8. Vested 50% on December 12 2003 and the balance December 12, 2004.

9. Vested 25% on December 2, 2004 and 1/36 of the total award vested each month thereafter. The vesting of the balance was accelarated under the Merger Agreement.

10. Vested 25% on December 2, 2005 and 1/36 of the total award vested each month thereafter. The vesting of the balance was accelarated under the Merger Agreement.

	Sam M. Auriemma, Attorney-in-Fact for Lee D. Roberts	10/16/2006
	** Signature of Reporting Person	Date
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