SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Alfalo Karpel Cheli

(Last)

(First)

(Middle)

20883 STEVENS CREEK BLVD

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NETMANAGE INC [ NETM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
V.P European Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2005		M		2,187	A	$4.78	2,187	D
Common Stock	02/18/2005		S		2,187	D	$7.151	0	D
Common Stock	02/18/2005		M		833	A	$1.54	833	D
Common Stock	02/18/2005		S		833	D	$7.14	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$1.54	02/18/2005		M			833	03/31/2004 ^{( 1 )}	03/31/2013	Common Stock	833	$7.14	2,167	D
Non-Qualified Stock Option (right to buy)	$4.78	02/18/2005		M			2,187	12/16/2004 ^{( 2 )}	12/15/2013	Common Stock	2,187	$7.151	5,887	D
Non-Qualified Stock Option (right to buy)	$5.3							10/29/2005 ^{( 2 )}	10/28/2014	Common Stock	5,126		5,126	D
Non-Qualified Stock Option (right to buy)	$6.76							05/28/2005 ^{( 2 )}	05/27/2014	Common Stock	1,800		1,800	D
Non-Qualified Stock Option (right to buy)	$7.12							02/11/2006 ^{( 2 )}	02/10/2015	Common Stock	10,250		10,250	D

Explanation of Responses:

1. Options granted pursuant to the 1999 Plan and shall become exercisable in installments over a period of four years from the date of grant. Twenty-five percent (25%) of the shares shall vest on the first anniversary of the date of grant and one forty-eighth (1/48th) of the shares shall vest each month thereafter, provided that the optionee has, during the entire period prior to such vesting date, continously served as an employee of the Company.

2. Options granted pursuant to the 1992 Plan and shall become exercisable in installments over a period of four years from the date of grant. Twenty-five percent (25%) of the shares shall vest on the first anniversary of the date of grant and one forty-eighth (1/48th) of the shares shall vest each month therafter, provided that the optionee has, during the entire period prior to such vesting date, continously served as an employee of the Company.

	By: /s/ Michael Peckham Attorney in fact For: Cheli Aflalo Karpel	02/22/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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