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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series D Convertible Preferred Stock (10) | (12) | 11/12/2004 | M | 131,842 | (12) | (12) | COMMON STOCK | 1,318,420 | (12) | 168,158 | I | Through partnerships | |||
| Series C Convertible Preferred Stock (11) | (13) | 11/12/2004 | M | 61,735 | (13) | (13) | COMMON STOCK | 617,350 | (13) | 0 | I | Through partnersips | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DIXON DONALD R C/O EPICOR SOFTWARE CORPORATION 18200 VON KARMAN AVE., SUITE 1000 IRVINE, CA 92612 |
X | |||
| John D. Ireland, Attorney in Fact | 11/16/2004 | |
| **Signature of Reporting Person | Date |
| * | 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) | Trident Capital Partners Fund -I, L.P. ("TCPF LP") and Trident Capital Partners Fund -I, C.V. ("TCPF CV"), Trident Capital Fund-V, L.P. ("TCF") , Trident Capital Fund-V Principals Fund, L.P. ("TCF-Principals"); Trident Capital Fund-V Affiliates Fund, L.P. ("TCF-Affiliates"); Trident Capital Fund-V Affiliates Fund (Q), L.P ("TCF-Affiliates(Q)") and Trident Capital Parallel Fund-V, C.V. ("TCF-Parallel") the ("Trident Funds") effected a conversion of 61,735 shares of Series C Convertible Preferred Stock convertible (10-for 1), into 617,350 shares of common stock. Mr. Dixon is the President of Trident Capital, Inc. which is the general partner of Trident Capital, L.P., ("TC") which is the general partner of TCPF LP and TCPF CV, and a member of Trident Capital Management -V, LLC ("TCM"), which is the general partner of TCF, TCF-Principals, TCF-Affiliates, TCF-Affiliates(Q) and TCF-Parallel. Reporting person disclaims beneficial ownership except to extent of his pecuniary interest. |
| (2) | The transfers of the shares are in connection with the distribution to the partners of Transferors, TCPF LP, TCPF CV, TCF, TCF-Principals and TCF-Parallel. |
| (3) | Trident Administrator N.V. and Trident Capital, Inc., received the reported securities in a distribution in kind from certain of the Transferors pursuant to the conversion of Series C Convertible Preferred Stock. Mr. Dixon is the President of Trident Capital, Inc. and Trident Administrator N.V. is affiliated with the Transferors. |
| (4) | Certain of the Transferors of which the reporting person is a general partner or investment manager with voting and disposition power sold 19,600 shares of common stock acquired pursuant to the conversion of Series C Convertible Preferred Stock on November 12, 2004. The reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
| (5) | On November 12, 2004, TCF, TCF-Principals, TCF-Affiliates, TCF-Affiliates(Q) and TCF-Parallel affected a conversion of 131,842 shares of Series D Convertible Preferred Stock (convertible 10-for-1) into 1,318,420 shares of common stock. The reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
| (6) | The transfers of the shares are in connection with the distribution to the partners of Transferors, TCF, TCF-Principals and TCF-Parallel. |
| (7) | Certain of the Transferors of which the reporting person is a general partner or investment manager with voting and disposition power sold 5,400 shares of common stock acquired pursuant to the conversion of Series D Convertible Preferred Stock on November 12, 2004. The reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
| (8) | The reporting person received 2,801 shares of common stock (converted from Series C Preferred Stock) in a distribution in kind to the limited partners of certain of the Transferors, and 9,958 shares in connection with a further distribution to the partners of TC and the members of TCM. |
| (9) | The reporting person received 10,166 shares of common stock (converted from Series D Preferred Stock) in a distribution in kind to the limited partners of certain of the Transferors, and 87 shares held directly and 98 shares, held in the Donald and Elizabeth Dixon Family Limited Partnership, in connection with the further distribution in kind to the partners of TCM. |
| (10) | On November 12, 2004, certain of the Trident Funds, of which the reporting person is a general partner or investment manager with voting and disposition power, effected a conversion of 131,842 shares of Series D Convertible Preferred Stock (convertible 10-for-1) into 1,318,420 shares of common stock, leaving a balance of 168,158 shares of Series D Convertible Preferred Stock which have not been converted. The reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
| (11) | On November 12, 2004, certain of the Trident Funds, of which the reporting person is a general partner or investment manager with voting and disposition power, effected a conversion of 61,735 shares of Series C Convertible Preferred Stock (convertible 10-for-1) into 617,350 shares of common stock, and no longer own any shares of Series C Convertible Preferred Stock. The reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
| (12) | On February 12, 2003, certain of the Trident Funds, of which the reporting person is a general partner or investment manager with voting and disposition power, acquired 300,000 shares of Series D Convertible Preferred Stock at a purchase price of $19.10 per share, convertible at any time at the election of the holder on a 10-for-1 basis into common stock. The reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
| (13) | On May 30, 1995 and September 22, 2003, certain of the Trident Funds, of which the reporting person is a general partner or investment manager with voting and disposition power, acquired a total of 61,735 shares of Series C Convertible Preferred Stock at a purchase price of $7.87 per share, convertible at any time at the election of the holder on a 10-for-1 basis into common stock. The reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein. |