Form 4 MCNULTY JOHN 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^*

MCNULTY JOHN

(Last)

(First)

(Middle)

55 ALMADEN BLVD, SUITE 500

(Street)

SAN JOSE

95113

(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)

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

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)
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	11/18/2008		D⁽¹⁾		435,220 ⁽¹⁾	D	$ 5.75	0	D
Common Stock	11/18/2008		D⁽²⁾		9,000 ⁽²⁾	D	$ 5.75	0	I	By Wife

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

Director Option (Right to Buy)

$ 4.25

11/18/2008

D⁽³⁾

70,587

⁽³⁾

05/03/2009

Common Stock

70,587

$ 0

Director Option (Right to Buy)

$ 6.75

11/18/2008

D⁽³⁾

14,814

⁽³⁾

04/18/2010

Common Stock

14,814

$ 0

Director Option (Right to Buy)

$ 10.5

11/18/2008

D⁽³⁾

9,580

⁽³⁾

01/22/2011

Common Stock

9,580

$ 0

Director Option (Right to Buy)

$ 15.7

11/18/2008

D⁽³⁾

6,369

⁽³⁾

02/13/2012

Common Stock

6,369

$ 0

Director Option (Right to Buy)

$ 9.49

11/18/2008

D⁽³⁾

24,493

⁽³⁾

05/06/2014

Common Stock

24,493

$ 0

Director Option (Right to Buy)

$ 9

11/18/2008

D⁽³⁾

10,882

⁽³⁾

01/28/2015

Common Stock

10,882

$ 0

Director Option (Right to Buy)

$ 4.25

11/18/2008

D⁽³⁾

429,413

⁽³⁾

05/03/2009

Common Stock

429,413

$ 0

Director Option (Right to Buy)

$ 6.75

11/18/2008

D⁽³⁾

85,186

⁽³⁾

04/18/2010

Common Stock

85,186

$ 0

Director Option (Right to Buy)

$ 11.5

11/18/2008

D⁽³⁾

150,000

⁽³⁾

05/11/2010

Common Stock

150,000

$ 0

Director Option (Right to Buy)

$ 10.5

11/18/2008

D⁽³⁾

140,420

⁽³⁾

01/22/2011

Common Stock

140,420

$ 0

Director Option (Right to Buy)

$ 15.7

11/18/2008

D⁽³⁾

67,881

⁽³⁾

02/13/2012

Common Stock

67,881

$ 0

Director Option (Right to Buy)

$ 7.49

11/18/2008

D⁽³⁾

40,885

⁽³⁾

06/21/2012

Common Stock

40,885

$ 0

Director Option (Right to Buy)

$ 2.99

11/18/2008

D⁽³⁾

19,865

⁽³⁾

08/01/2012

Common Stock

19,865

$ 0

Director Option (Right to Buy)

$ 9.49

11/18/2008

D⁽³⁾

139,507

⁽³⁾

05/06/2014

Common Stock

139,507

$ 0

Director Option (Right to Buy)

$ 9

11/18/2008

D⁽⁴⁾

151,118

⁽⁴⁾

01/28/2015

Common Stock

151,118

$ 0

Explanation of Responses:

1. Disposed of pursuant to a merger agreement between the issuer and McAfee in exchange for a cash payment of $5.75 per share. Includes 145,749 restricted shares for which vesting accelerated in connection with the merger. 63,710 of the shares reported were withheld for the payment of the tax liability incident to the vesting of the unrestricted shares.

2. Disposed of pursuant to a merger agreement between the issuer and McAfee in exchange for a cash payment of $5.75 per share.

3. This option, which was fully vested as of the date of 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.

4. 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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