WEBMETHODS INC|4May 31, 9:18 PM ET

WEBMETHODS INC 4

4 · WEBMETHODS INC · Filed May 31, 2007

Form 4

Period: 2007-05-29

Director

Transactions

Disposition from Tender
Common Stock
2007-05-29$9.15/sh−45,082$412,500→ 0 total(indirect: By Trust)

Holdings

Stock Option (right to buy)
Exercise: $8.85From: 2002-09-28Exp: 2012-08-28→ Common Stock (15,000 underlying)
15,000
Common Stock (Deferred Shares)
10,745.891
Common Stock (Phantom Shares)
10,332.547
Stock Option (right to buy)
Exercise: $6.04From: 1999-12-17Exp: 2009-11-17→ Common Stock (9,198 underlying)
9,198

Footnotes (5)

[F1]Indirect Beneficial Ownership by Oneida Trust.
[F2]Each Deferred Share represents a contingent right to receive one share of Common Stock. The Deferred Shares vest on the first anniversary of the date of grant or upon a change of control. Vested shares are deliverable when the reporting person's service on the Board of Directors terminates.
[F3]Pursuant to the webMethods, Inc. Deferred Compensation Plan for Directors (the "Plan"), the reporting person has elected to defer receipt of his retainer and fees for attending Board and Committee meetings and receive shares of common stock valued by the quotient of the amount of Director retainer and fees accrued during the previous quarter divided by the fair market value of webMethods?s common stock, as calculated in accordance with the Plan. The Phantom Shares will be paid to the Reporting Person in the form of common stock, as soon as practicable after the earlier of the Reporting Person?s termination of service as a director or the termination of the Plan.
[F4]Option vests ratably over 36 months following option grant date.
[F5]Option vests ratably over twelve months following option grant date.

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