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^*

Jenkins P Thomas

(Last)

(First)

(Middle)

2101 CITYWEST BLVD.

(Street)

HOUSTON

77042

(City)

(State)

(Zip)

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

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)
09/10/2013

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	09/10/2013		D		20,730	D	$46.25	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)
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)
Nonemployee Director Stock Option (Right to Buy)⁽¹⁾	$36.84	09/10/2013		D			30,000	⁽²⁾	07/22/2014	Common Stock	30,000	⁽³⁾	0	D
Nonemployee Director Stock Option (Right to Buy)⁽⁴⁾	$26.125	09/10/2013		D			30,000	⁽⁵⁾	08/22/2016	Common Stock	30,000	⁽³⁾	0	D
Nonemployee Director Stock Option (Right to Buy)⁽⁴⁾	$29.03	09/10/2013		D			30,000	⁽⁶⁾	08/21/2017	Common Stock	30,000	⁽³⁾	0	D

Explanation of Responses:

1. Stock option grant under BMC Software, Inc. 1994 Employee Incentive Plan.

2. Such option shall vest fully after one year provided that the subsequent annual meeting of stockholders is held prior to the one year anniversary of the 2008 Annual Meeting such options shall vest on the date of such meeting.

3. These options were cancelled in the merger in exchange for a cash payment equal to the product of (a) the number of shares of common stock covered by the option multiplied by (b) the difference between the merger consideration of $46.25 per share and the exercise price of the option.

4. Stock option grant under BMC Software, Inc. 1994 Employee Incentive Plan.

5. Such options shall vest fully after one year provided that if the subsequent annual meeting of stockholders is held prior to the one year anniversary of the 2006 Annual Meeting such options shall vest on the date of such meeting.

6. Such options shall vest fully after one year provided that if the subsequent annual meeting of stockholders is held prior to the one year anniversary of the 2007 Annual Meeting such options shall vest on the date of such meeting.

	Christopher C. Chaffin, Attorney-in-Fact for P. Thomas Jenkins	09/10/2013
	** 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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