FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * KOE RICHARD W   2. Issuer Name and Ticker or Trading Symbol RAINING DATA CORP [RDTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1675 S.W. MARLOW AVENUE, SUITE 315 3. Date of Earliest Transaction (Month/Day/Year) 10/05/2007 (Street) PORTLAND, OR 97225 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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 par value 10/05/2007   C   4,583,400 A $ 22,917,000 (1) 14,959,556 (2) I By: Astoria Capital Partners, L.P. (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

5% Convertible Subordinated Note due 2008

$ 5

10/05/2007

C

$ 22,917,000 (1)

02/28/2003

05/29/2008

Common Stock, $.10 par value

4,583,400

$ 0 (1)

$ 0

I

By: Astoria Capital Partners, L.P. (2) (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KOE RICHARD W 1675 S.W. MARLOW AVENUE, SUITE 315 PORTLAND, OR 97225	X	X
ASTORIA CAPITAL PARTNERS L P 1675 S.W. MARLOW AVENUE, SUITE 315 PORTLAND, OR 97225		X

Signatures

Astoria Capital Partners, L.P.; By: Astoria Capital Management, Inc., its General Partner; By: Richard W. Koe, its President; /s/ Richard W. Koe		10/09/2007
**Signature of Reporting Person		Date
Richard W. Koe; /s/ Richard W. Koe		10/09/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Effective October 5, 2007, Astoria Capital Partners, L.P. ("Astoria") elected to convert in full all of the principal outstanding under the 5% Convertible Subordinated Notes due 2008 reported on Table II of this Form (the "Notes"). The Notes were convertible at a fixed conversion price of $5.00 per share (in whole multiples of $1,000), resulting in the issuance of 4,583,400 shares of Common Stock.
(2)	14,894,956 shares of Common Stock reported on this Form are beneficially held by Astoria, and the balance is beneficially held by an investment fund managed by Astoria Capital Management, LLC ("ACM"), a general partner of Astoria.
(3)	Richard W. Koe is the Chairman of the Issuer's Board of Directors, a general partner of Astoria and a shareholder of ACM. Richard W. Koe disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in Astoria.

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