UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

SUMTOTAL SYSTEMS, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

866615107

(CUSIP Number)

Robert F. Smith
c/o Vista Equity Partners
150 California Street, 19th Floor
San Francisco, California 94111
(415) 765-6500

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 13, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		866615107

NAMES OF REPORTING PERSONS

Vista Equity Partners Fund III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,568,012

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

3,568,012

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,568,012

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Approximately 11.4%(1)

TYPE OF REPORTING PERSON

(1) The percentages reported in this Schedule 13D are based upon 31,236,602 shares of Common Stock, par value $0.001, of Issuer outstanding as of May 1, 2009 (as reported in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2009).


CUSIP No.		866615107

NAMES OF REPORTING PERSONS

Vista Equity Partners Fund III (Parallel), L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

367,536

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

367,536

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

367,536

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Approximately 1.2%(1)

TYPE OF REPORTING PERSON


CUSIP No.		866615107

NAMES OF REPORTING PERSONS

VEPF III FAF, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

81,206

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

81,206

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

81,206

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Approximately 0.3%(1)

TYPE OF REPORTING PERSON


CUSIP No.		866615107

NAMES OF REPORTING PERSONS

Vista Equity Partners Fund III GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,016,754

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

4,016,754

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,016,754

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Approximately 12.9%(1)

TYPE OF REPORTING PERSON

OO, HC


CUSIP No.		866615107

NAMES OF REPORTING PERSONS

VEFIIGP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,016,754

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

4,016,754

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,016,754

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Approximately 12.9%(1)

TYPE OF REPORTING PERSON

OO, HC


CUSIP No.		866615107

NAMES OF REPORTING PERSONS

Robert F. Smith

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,016,754

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

4,016,754

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,016,754

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Approximately 12.9%(1)

TYPE OF REPORTING PERSON

IN, HC

ITEM 1. Security and Issuer

This amendment No. 6 to the Statement on Schedule 13D filed jointly by (i) Vista Equity Partners Fund III, L.P. (“Vista Fund III”), (ii) Vista Equity Partners Fund III (Parallel), L.P. (“Vista Fund III Parallel”), (iii) VEPF III FAF, L.P. (“Vista FAF”, and, together with Vista Fund III and Vista Fund III Parallel, the “Vista Funds”), (iv) Vista Equity Partners Fund III GP, LLC (“Vista III GP”), (v) VEFIIGP, LLC (“Vista II GP”) and (v) Robert F. Smith (the foregoing, collectively, the “Reporting Persons”) on October 14, 2008, as amended by Amendment No. 1 filed on October 23, 2008, Amendment No. 2 filed on April 6, 2009, Amendment No. 3 filed on April 9, 2009, Amendment No. 4 filed on May 6, 2009, and Amendment No. 5 filed on May 11, 2009 (the “Statement”), relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of SumTotal Systems, Inc., a Delaware corporation (the “Issuer”), and amends such Schedule 13D. Unless otherwise stated herein, the Statement remains in full force and effect.

ITEM 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

As previously disclosed, Vista Fund III submitted a proposal on May 6, 2009, to acquire the Issuer in a merger for $4.50 per share in cash (the “Proposal”) and, on May 10, 2009, notified the Issuer that it had completed confirmatory due diligence and confirmed its offer to enter into a merger agreement with respect to the Proposal. On May 13, 2009, in a letter addressed to the Issuer’s Board of Directors, Vista Fund III submitted a revised proposal increasing its offer to $4.75 per share in cash (the “Revised Proposal”).

The foregoing description is qualified in its entirety by reference to the letter setting forth the Revised Proposal, a copy of which is included as Exhibit 99.7, which is incorporated by reference herein, the letter confirming our Proposal, dated May 10, 2009, which is included as Exhibit 99.6 to this Statement, and the letter setting forth our Proposal, dated May 6, 2009, which is included as Exhibit 99.5 to this Statement.

There can be no assurance that the Issuer will agree to enter into a merger agreement with Vista Fund III, that any transaction will occur on the terms set forth in the Revised Proposal or that any transaction will occur at all.

The Reporting Persons and their nominees for directors of the Issuer (collectively, the “Participants”) filed a preliminary proxy statement relating to the solicitation of proxies from the stockholders of the Issuer with the Securities and Exchange Commission (the “SEC”) on April 22, 2009. Information relating to the Participants is contained in the Schedule 14A they filed with the SEC on April 6, 2009 (as amended on April 9, 2009) and in the preliminary proxy statement. The preliminary proxy statement and Schedule 14A and amendments thereto are available at no charge at the SEC’s website at http://www.sec.gov.

The Issuer announced in its annual report on Form 10-K for the year ended December 31, 2008, that it would hold its annual meeting of stockholders on June 12, 2009. However, the merger agreement between the Issuer and an affiliate of Accel-KKR, dated April 23, 2009, and the merger agreement contemplated by the Revised Proposal, requires that the Issuer convene a meeting of stockholders to vote on the relevant merger as promptly as reasonably practicable following the mailing of proxy statements and prohibits any matter other than the merger from being considered at that meeting. If the Issuer is acquired in a merger, it will not have public stockholders and there will be no public participation in any future meeting of stockholders. As a result of the uncertainty concerning the timing of the annual meeting of the Issuer’s stockholders, there can be no assurance regarding what actions we may take with respect to our preliminary proxy statement or the election of our nominees to the Issuer’s board of directors.

WE ADVISE ALL STOCKHOLDERS OF THE ISSUER TO READ THE PROXY STATEMENT AND THE DOCUMENTS RELATING TO THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE PARTICIPANTS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY STATEMENT, IF AND WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE WEBSITE OF THE SEC AT HTTP://WWW.SEC.GOV.

If you want to receive a copy of the definitive proxy statement and form of proxy (when and if they become available), please call our proxy solicitor, D.F. King & Co., Inc. toll free at (800) 758-5378 (banks, brokers and callers from other countries should call collect at (212) 269-5550).

Except as set forth in this Statement, the Reporting Persons do not presently have any additional plans or proposals that relate to or would result in any of the transactions, events or actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety as follows:


Exhibit
Number		Description

	99.1	Joint Filing Agreement, dated October 14, 2008 by and among the Reporting Persons (filed as an Exhibit to the Reporting Persons’ joint Statement on Schedule 13D dated October 14, 2008, and incorporated by reference herein).

	99.2	Power of Attorney (filed as an Exhibit to the Reporting Persons’ joint Statement on Schedule 13D dated October 14, 2008, and incorporated by reference herein).

	99.3	Letter from Vista Equity Partners III, LLC to the Chief Executive Officer of SumTotal Systems, Inc., dated April 3, 2009 (filed as an Exhibit to the Reporting Persons’ Amendment No. 2 to the joint Statement on Schedule 13D dated April 6, 2009, and incorporated by reference herein).

	99.4	Letter from Vista Equity Partners III, LLC to the Board of Directors of SumTotal Systems, Inc. dated April 9, 2009 (filed as an Exhibit to the Reporting Persons’ Amendment No. 3 to the joint Statement on Schedule 13D dated April 9, 2009, and incorporated herein by reference).

	99.5	Letter from Vista Equity Partners Fund III, L.P. to the Board of Directors of SumTotal Systems, Inc., dated May 6, 2009 (filed as an Exhibit to the Reporting Parties’ Amendment No. 4 to the joint Statement on Schedule 13D dated May 6, 2009, and incorporated herein by reference).

	99.6	Letter from Vista Equity Partners Fund III, L.P. to the Board of Directors of SumTotal Systems, Inc., dated May 10, 2009 (filed as an Exhibit to the Reporting Parties’ Amendment No. 5 to the joint Statement on Schedule 13D dated May 11, 2009, and incorporated herein by reference).

	99.7	Letter from Vista Equity Partners Fund III, L.P. to the Board of Directors of SumTotal Systems, Inc., dated May 13, 2009.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 14, 2009


ROBERT F. SMITH
By:	/s/ John Warnken-Brill
	John Warnken-Brill, Attorney-in-Fact

VISTA EQUITY PARTNERS FUND III, L.P.
By:	/s/ John Warnken-Brill
	Name:	John Warnken-Brill
	Title:	Attorney-in-Fact

VISTA EQUITY PARTNERS FUND III (PARALLEL), L.P.
By:	/s/ John Warnken-Brill
	Name:	John Warnken-Brill
	Title:	Attorney-in-Fact

VEPF III FAF, L.P.
By:	/s/ John Warnken-Brill
	Name:	John Warnken-Brill
	Title:	Attorney-in-Fact

VISTA EQUITY PARTNERS FUND III GP, LLC
By:	/s/ John Warnken-Brill
	Name:	John Warnken-Brill
	Title:	Attorney-in-Fact

VEFIIGP, LLC
By:	/s/ John Warnken-Brill
	Name:	John Warnken-Brill
	Title:	Attorney-in-Fact

Attention: Intentional misstatements or omissions of fact
constitutes Federal criminal violations (See 18 U.S.C. 1001)

EXHIBIT INDEX


Exhibit
Number		Description

	99.1	Joint Filing Agreement, dated October 14, 2008 by and among the Reporting Persons (filed as an Exhibit to the Reporting Persons’ joint Statement on Schedule 13D dated October 14, 2008, and incorporated by reference herein).

	99.2	Power of Attorney (filed as an Exhibit to the Reporting Persons’ joint Statement on Schedule 13D dated October 14, 2008, and incorporated by reference herein).

	99.3	Letter from Vista Equity Partners III, LLC to the Chief Executive Officer of SumTotal Systems, Inc., dated April 3, 2009 (filed as an Exhibit to the Reporting Persons’ Amendment No. 2 to the joint Statement on Schedule 13D dated April 6, 2009, and incorporated by reference herein).

	99.4	Letter from Vista Equity Partners III, LLC to the Board of Directors of SumTotal Systems, Inc. dated April 9, 2009 (filed as an Exhibit to the Reporting Persons’ Amendment No. 3 to the joint Statement on Schedule 13D dated April 9, 2009, and incorporated herein by reference).

	99.5	Letter from Vista Equity Partners Fund III, L.P. to the Board of Directors of SumTotal Systems, Inc., dated May 6, 2009 (filed as an Exhibit to the Reporting Parties’ Amendment No. 4 to the joint Statement on Schedule 13D dated May 6, 2009, and incorporated herein by reference).

	99.6	Letter from Vista Equity Partners Fund III, L.P. to the Board of Directors of SumTotal Systems, Inc., dated May 10, 2009 (filed as an Exhibit to the Reporting Parties’ Amendment No. 5 to the joint Statement on Schedule 13D dated May 11, 2009, and incorporated herein by reference).

	99.7	Letter from Vista Equity Partners Fund III, L.P. to the Board of Directors of SumTotal Systems, Inc., dated May 13, 2009.

SUMTOTAL SYSTEMS INC SC 13D/A