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^*

Woolf Howard

(Last)

(First)

(Middle)

80 CONNTONTAIL LANE

(Street)

SOMERSET

08873

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2009

3. Issuer Name and Ticker or Trading Symbol
COMVERSE TECHNOLOGY INC/NY/ [ CMVT.PK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Global Head of 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)
Common Stock	141,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	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 Option (right to purchase)	⁽⁵⁾	10/01/2012	Common Stock	25,000	$7.11	D
Stock Option (right to purchase)	⁽⁵⁾	12/19/2013	Common Stock	15,000	$16.7	D
Stock Option (right to purchase)	⁽⁵⁾	12/19/2013	Common Stock	45,000	$5.6	D
Stock Option (right to purchase)	⁽⁵⁾	12/06/2014	Common Stock	50,000	$22.39	D
Stock Option (right to purchase)	⁽⁶⁾	10/14/2015	Common Stock	50,000	$24.04	D

Explanation of Responses:

1. Includes 39,000 shares of Comverse Common Stock held by the reporting person, of which 6,250 shares are scheduled to vest on December 16, 2009 pursuant to a restricted stock unit award granted on December 16, 2005. Also represents shares of Comverse Common Stock deliverable in settlement of outstanding awards of deferred stock units of 10,000, 40,000 and 52,000 shares granted on January 26, 2007 (the "2007 Award"), March 7, 2008 (the "2008 Award") and April 6, 2009 (the "2009 Award"), respectively. The shares deliverable in settlement of the 2007 Award vested on January 26, 2009, with delivery of such vested shares being deferred to the first date following such vesting date on which such shares are the subject of an effective registration statement on Form S-8, but in no event later than March 15, 2010.

2. (Continuation of Footnote 1) One-third (1/3) of the shares deliverable in settlement of the 2008 Award vested on March 7, 2009, with delivery of such vested shares being deferred to the first date following such vesting date on which such shares are the subject of an effective registration statement on Form S-8, but in no event later than March 15, 2010. One-third (1/3) of the shares deliverable in settlement of the 2008 Award are scheduled to vest and be delivered on each of March 7, 2010 and March 7, 2011.

3. (Continuation of Footnote 2) One-third (1/3) of the shares deliverable in settlement of the 2009 Award are scheduled to vest and be delivered on each of April 6, 2010, April 6, 2011 and April 6, 2012, subject to accelerated vesting under certain circumstances, provided that, if on any vesting date there is no effective registration statement on Form S-8 in respect of such shares, the delivery of the shares vested on such vesting date will be deferred to the first date following such vesting date on which such shares are the subject of an effective registration statement on Form S-8, but in no event later than March 15 of the year succeeding such vesting date.

4. (Continuation of Footnote 3) Notwithstanding the foregoing, the vesting and delivery of 12,000 shares in settlement of the 2009 Award will be conditioned upon the achievement by Comverse, Inc. of a specified performance criterion based on pro forma operating income for fiscal year 2009. If such criterion is not achieved, the portion of the 2009 Award relating to such 12,000 shares will be forfeited.

5. The stock option vested in full.

6. The stock option vested with respect to 43,750 shares. The stock option is scheduled to vest with respect to 3,125 shares on each of July 14, 2009 and October 14, 2009.

Remarks:

See Exhibit 24. The official title of the Reporting Person is Global Head of Services, Comverse, Inc.

	/s/ Shefali Shah, as Attorney-in-Fact for Howard Woolf	06/08/2009
	** 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).
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