Form 4 GALLAGHER MICHAEL J For: Nov 18 (10K)

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^*

GALLAGHER MICHAEL J

(Last)

(First)

(Middle)

2340 ENERGY PARK DRIVE

(Street)

ST. PAUL

55108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SECURE COMPUTING CORP [SCUR]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2008

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/18/2008		D⁽¹⁾		89,318	D	⁽¹⁾	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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 17.88

11/18/2008

D⁽²⁾

16,782

02/17/2003

02/17/2009

Common Stock

16,782

$ 0

Stock Option

$ 4.73

11/18/2008

D⁽²⁾

04/09/2003

04/09/2009

Common Stock

$ 0

Stock Option

$ 15.7

11/18/2008

D⁽²⁾

6,369

02/13/2006

02/13/2012

Common Stock

6,369

$ 0

Stock Option

$ 8.74

11/18/2008

D⁽²⁾

10,418

08/05/2007

08/05/2013

Common Stock

10,418

$ 0

Stock Option

$ 9.56

11/18/2008

D⁽²⁾

12,710

05/06/2008

05/06/2014

Common Stock

12,710

$ 0

Stock Option

$ 9

11/18/2008

D⁽²⁾

11,592

01/28/2009

01/28/2015

Common Stock

11,592

$ 0

Stock Option

$ 17.88

11/18/2008

D⁽²⁾

38,218

02/17/2003

02/17/2009

Common Stock

38,218

$ 0

Stock Option

$ 10.5

11/18/2008

D⁽²⁾

30,420

01/22/2005

01/22/2011

Common Stock

30,420

$ 0

Stock Option

$ 15.7

11/18/2008

D⁽²⁾

26,631

02/13/2006

02/13/2012

Common Stock

26,631

$ 0

Stock Option

$ 2.99

11/18/2008

D⁽²⁾

5,000

07/31/2006

07/31/2012

Common Stock

5,000

$ 0

Stock Option

$ 4.02

11/18/2008

D⁽²⁾

10,000

02/11/2007

02/11/2013

Common Stock

10,000

$ 0

Stock Option

$ 8.74

11/18/2008

D⁽²⁾

14,582

08/05/2007

08/05/2013

Common Stock

14,582

$ 0

Stock Option

$ 9.56

11/18/2008

D⁽²⁾

50,290

05/06/2008

05/06/2014

Common Stock

50,290

$ 0

Stock Option

$ 9

11/18/2008

D⁽³⁾

78,408

⁽³⁾

01/28/2015

Common Stock

78,408

$ 0

Explanation of Responses:

1. 14,318 of the shares reported were disposed of pursuant to a merger agreement between Secure Computing Corporation and McAfee in exchange for a cash payment of $5.75 per share. The remaining 75,000 shares were unvested restricted shares that were assumed by McAfee pursuant to the merger and replaced with 14,170 McAfee unvested restricted shares. The McAfee unvested restricted shares will continue to have the same terms and conditions and vesting schedule as before the merger.

2. This option was cancelled in the merger in exchange for the right to receive a cash payment equal to the amount, if any, by which the merger consideration of $5.75 per share exceeds the exercise price of the option, multiplied by the number of shares underlying the option, without interest and less applicable withholding taxes.

3. This option, the vesting of which was partially accelerated in connection with the merger, was cancelled in the merger in exchange for the right to receive a cash payment equal to the amount, if any, by which the merger consideration of $5.75 per share exceeds the exercise price of the option, multiplied by the number of shares underlying the option, without interest and less applicable withholding taxes.

	/s/ Chris Storbeck, Attorney-in-fact	11/20/2008
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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