Form 4 Dutch Dave P. 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^*

Dutch Dave P.

(Last)

(First)

(Middle)

1301 S. MOPAC, SUITE 100

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Products and Marketing

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)
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	07/21/2009		D		400	D	⁽¹⁾	0	D
Common Stock	07/21/2009		D		12,500	D	⁽²⁾	0	D
Common Stock	07/21/2009		D		15,333	D	⁽³⁾	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)

$ 11.67

07/21/2009

50,000

⁽⁴⁾

05/02/2016

Common Stock

50,000

⁽⁴⁾

Stock Option (right to buy)

$ 6.76

07/21/2009

76,667

⁽⁵⁾

02/24/2017

Common Stock

76,667

⁽⁵⁾

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 $3,200 in cash and 57 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.

2. The shares are subject to the following vesting terms: 12,500 shares on 05/02/2011. The cash and/or Open Text common stock to be received in exchange for these shares in the merger will be subject to the same vesting terms, subject to earlier full acceleration if employment is terminated in certain circumstances after the effective date of the merger.

3. The shares are subject to the following vesting terms: 3,833 shares on 02/24/2010, 2/24/2011 and 2/24/2012 and 3,834 shares on 2/24/2013. The cash and/or Open Text common stock to be received in exchange for these shares in the merger will be subject to the same vesting terms, subject to earlier full acceleration if employment is terminated in certain circumstances after 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 1,657 shares of Open Text common stock having a closing market value of $37.02 per share on the effective date of the merger. Required income tax withholding was applied to reduce the number of shares of Open Text common stock received in exchange.

5. This option, which became fully vested and exercisable on July 21, 2009, was cancelled in the merger in exchange for 10,056 shares of Open Text common stock having a closing market value of $37.02 per share on the effective date of the merger. Required income tax withholding was applied to reduce the cash consideration and then the number of shares of Open Text common stock received in exchange.

	/s/ Dave P. Dutch	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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