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* RYAN JOHN M (Last) (First) (Middle) C/O NEOWARE, INC. 3200 HORIZON DRIVE (Street) KING OF PRUSSIA PA 19406 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NEOWARE INC [ NWRE ]	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) 09/30/2007
	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	09/30/2007		D		55,000	D	(1)	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
Stock Option (Right to Buy)	$15.7	09/30/2007		D			5,000	(2)	01/01/2013	Common Stock	5,000	$0.55(3)	0	D
Stock Option (Right to Buy)	$13.1	09/30/2007		D			2,500	(4)	02/28/2013	Common Stock	2,500	$3.15(3)	0	D
Stock Option (Right to Buy)	$13.74	09/30/2007		D			5,000	(5)	01/01/2014	Common Stock	5,000	$2.51(3)	0	D
Stock Option (Right to Buy)	$13.74	09/30/2007		D			2,500	(6)	01/01/2014	Common Stock	2,500	$2.51(3)	0	D
Stock Option (Right to Buy)	$9.26	09/30/2007		D			7,500	(7)	12/01/2014	Common Stock	7,500	$6.99(3)	0	D
Stock Option (Right to Buy)	$11.17	09/30/2007		D			7,500	(8)	11/30/2016	Common Stock	7,500	$5.08(3)	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger between Neoware, Inc., Hewlett-Packard Company and Narwhal Acquisition Corporation, dated as of July 23, 2007, in exchange for a cash payment of $893,750, representing the merger consideration per share ($16.25) of the Neoware, Inc. common stock as of 11:59 p.m. on September 30, 2007, the effective date of the merger, multiplied by the number of shares of Neoware, Inc. common stock disposed of by the reporting person in connection with the merger.

2. This stock option, which provided for vesting in two equal semi-annual installments beginning July 1, 2003, was vested and converted in the merger into the right to receive a cash payment of $2,750, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger.

3. This amount represents the per share difference between the exercise price of the option and the merger consideration per share of the underlying Neoware, Inc. common stock on the effective date of the merger ($16.25 ).

4. This stock option, which provided for vesting in three equal annual installments beginning February 28, 2004, was vested and converted in the merger into the right to receive a cash payment of $7,875, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger.

5. This stock option, which provided for vesting in two equal semi-annual installments beginning July 1, 2004, was vested and converted in the merger into the right to receive a cash payment of $12,550, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger.

6. This stock option, which provided for vesting in three equal annual installments beginning January 1, 2005, was vested and converted in the merger into the right to receive a cash payment of $6,275, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger.

7. This stock option, which provided for vesting in two equal semi-annual installments beginning June 1, 2005, was vested and converted in the merger into the right to receive a cash payment of $52,425, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger.

8. This stock option, which provided for vesting in two equal semi-annual installments beginning May 31, 2007, was vested and converted in the merger into the right to receive a cash payment of $38,100, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger.

Remarks:

	Donald Joseph, Attorney-in-Fact for John M. Ryan	10/01/2007
	** 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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