4 1 NASD 0001193264 Officer MetaSolv, Inc. 916704 75-2912166 02/14/03 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. 1. Name and Address of Reporting Person(s) Thrasher, Phillip C. 5560 Tennyson Parkway Plano, Texas 75024 2. Issuer Name and Ticker or Trading Symbol MetaSolv, Inc. (MSLV) 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) 4. Statement for Month/Day/Year 2/14/2003 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ ] Director [ ] 10% Owner [X] Officer (give title below) [ ] Other (specify below) Exec. VP, America's Sales 7. Individual or Joint/Group Filing (Check Applicable Line) [X] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person

SIGNATURE OF REPORTING PERSON /S/ By: Clarence B. Brown III For: Phillip C. Thrasher DATE 02/14/03

THRASHER PHILLIP C 4