Form 4 LAMBERT MICHAEL D For: Jul 21 (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^*

LAMBERT MICHAEL D

(Last)

(First)

(Middle)

1301 S. MOPAC EXPRESSWAY

(Street)

AUSTIN

78746

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIGNETTE CORP [VIGN]

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)
07/21/2009

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	07/21/2009		D		23,665	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 ( right to buy)

$ 10.8

07/21/2009

7,500

⁽³⁾

08/23/2012

Common Stock

7,500

⁽³⁾

Stock Option ( right to buy)

$ 22.4

07/21/2009

2,100

⁽²⁾

05/15/2013

Common Stock

2,100

⁽²⁾

Stock Option ( right to buy)

$ 22.4

07/21/2009

200

⁽²⁾

05/21/2013

Common Stock

200

⁽²⁾

Stock Option ( right to buy)

$ 19.9

07/21/2009

15,000

⁽²⁾

06/24/2013

Common Stock

15,000

⁽²⁾

Stock Option ( right to buy)

$ 22

07/21/2009

1,619

⁽²⁾

02/24/2014

Common Stock

1,619

⁽²⁾

Stock Option ( right to buy)

$ 16

07/21/2009

3,500

⁽²⁾

05/21/2014

Common Stock

3,500

⁽²⁾

Stock Option ( right to buy)

$ 13.5

07/21/2009

4,444

⁽²⁾

07/27/2014

Common Stock

4,444

⁽²⁾

Stock Option ( right to buy)

$ 12.1

07/21/2009

1,111

⁽⁴⁾

08/27/2014

Common Stock

1,111

⁽⁴⁾

Stock Option ( right to buy)

$ 12.1

07/21/2009

4,166

⁽⁵⁾

03/18/2015

Common Stock

4,166

⁽⁵⁾

Stock Option ( right to buy)

$ 11.79

07/21/2009

4,237

⁽⁶⁾

05/27/2015

Common Stock

4,237

⁽⁶⁾

Stock Option ( right to buy)

$ 13.49

07/21/2009

3,706

⁽²⁾

05/26/2016

Common Stock

3,706

⁽²⁾

Stock Option ( right to buy)

$ 19

07/21/2009

2,631

⁽²⁾

05/25/2017

Common Stock

2,631

⁽²⁾

Stock Option ( right to buy)

$ 12.45

07/21/2009

4,016

⁽⁷⁾

05/23/2018

Common Stock

4,016

⁽⁷⁾

Stock Option ( right to buy)

$ 12.27

07/21/2009

5,031

⁽⁸⁾

05/22/2019

Common Stock

5,031

⁽⁸⁾

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated May 5, 2009, by and among Open Text Corporation ("Open Text"), Scenic Merger Corporation and Vignette Corporation ("Vignette") in exchange for $189,320 in cash and 3,424 shares of Open Text common stock having a closing market value of $37.02 per share on the effective date of the merger, and cash in lieu of fractional shares. This includes 4,075 restricted shares that became vested as of the effective date of the merger.

2. This option, which became fully vested and exercisable on July 21, 2009, was cancelled in the merger without payment of any consideration.

3. This option, which became fully vested and exercisable on July 21, 2009, was cancelled in the merger in exchange for 514 shares of Open Text common stock having a closing market value of $37.02 per share on the effective date of the merger.

4. This option, which became fully vested and exercisable on July 21, 2009, was cancelled in the merger in exchange for 37 shares of Open Text common stock having a closing market value of $37.02 per share on the effective date of the merger.

5. This option, which became fully vested and exercisable on July 21, 2009, was cancelled in the merger in exchange for 139 shares of Open Text common stock having a closing market value of $37.02 per share on the effective date of the merger.

6. This option, which became fully vested and exercisable on July 21, 2009, was cancelled in the merger in exchange for 175 shares of Open Text common stock having a closing market value of $37.02 per share on the effective date of the merger.

7. This option, which became fully vested and exercisable on July 21, 2009, was cancelled in the merger in exchange for 95 shares of Open Text common stock having a closing market value of $37.02 per share on the effective date of the merger.

8. This option, which became fully vested and exercisable on July 21, 2009, was cancelled in the merger in exchange for 144 shares of Open Text common stock having a closing market value of $37.02 per share on the effective date of the merger.

	/s/ Michael Lambert	07/23/2009
	** 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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