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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COMPUWARE CORP [ CPWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/17/2010 | G(1) | V | 2,000 | D | $0.0000 | 126,155 | I | Revoc. Living Trust | |
Common stock | 07/26/2010 | G(2) | V | 2,000 | D | $0.0000 | 124,155 | I | Revoc. Living Trust | |
Common stock | 08/26/2010 | G(2) | V | 1,000 | D | $0 | 123,155 | I | Revoc. Living Trust | |
Common stock | 09/08/2010 | G(2) | V | 1,000 | D | $0 | 122,155 | I | Revoc. Living Trust | |
Common stock | 10/28/2010 | G(2) | V | 1,000 | D | $0.0000 | 121,155 | I | Revoc. Living Trust | |
Common stock | 01/12/2011 | G(2) | V | 1,000 | D | $0.0000 | 120,155 | I | Revoc. Living Trust | |
Common stock | 01/27/2011 | G(3) | V | 12,954 | D | $0.0000 | 107,201 | I | Revoc. Living Trust | |
Common stock | 02/17/2011 | M | 6,140(4) | A | $9 | 113,341 | I | Revoc. Living Trust | ||
Common stock | 07/30/2010 | G(5) | V | 124,223 | D | $0.0000 | 5,831,637(6) | I | Stock Ltd. Ptnrship | |
Common stock | 11/02/2010 | G(3) | V | 14,735 | D | $0.0000 | 5,816,902(6) | I | Stock Ltd. Ptnrship | |
Common stock | 06/17/2010 | G(1) | V | 2,000 | A | $0.0000 | 6,000(1) | I | Wife, UTMA Cust for Sons | |
Common stock | 2,039,630(7) | D | ||||||||
Common stock | 379,362(8) | I | ESOP/401K | |||||||
Common stock | 47,272 | I | Trusts FBO Children |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Non-Qualified Stock Option (right to buy) | $9 | 02/17/2011 | M | 6,140(4) | 07/02/2001 | 03/16/2011 | Common stock | 6,140 | $0.0000 | 0.0000 | D |
Explanation of Responses: |
1. Shares transferred to spouse as Custodian for sons under Uniform Transfer to Minors Act. Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed as admission that the Reporting Person is the Beneficial Owner of them. |
2. Shares gifted to grandchild(ren). |
3. Shares gifted to St. Nicholas Greek Orthodox Church. |
4. Shares acquired in a cash exercise in the final open trading window prior to the expiration of the option. No shares were sold and the Reporting Person retains all the shares resulting from the exercise. |
5. Shares gifted to the Barbara Ann Karmanos Cancer Institute. |
6. 4,000,000 shares are subject to a previously reported prepaid forward contract. |
7. Shares are subject to a previously reported prepaid forward contract. |
8. The total shares held indirectly by the reporting person in the Employee Stock Ownership Plan and 401(k) Salary Reduction Arrangement (the "Plan") includes 27 shares that were not previously reported and were acquired through prorata allocation to all Compuware Plan participants of accumulated partial shares. |
By: /s/ Daniel S. Follis, Jr., Attorney-in-Fact | 02/18/2011 | |
** 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). | ||
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. |