Form 4 Kelly T Patrick 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^*

Kelly T Patrick

(Last)

(First)

(Middle)

1301 S MOPAC EXPRESSWAY, 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)
Chief Financial Officer

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		76,564	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)

$ 12.49

07/21/2009

85,000

⁽²⁾

08/01/2014

Common Stock

85,000

⁽²⁾

Stock Option (right to buy)

$ 19.11

07/21/2009

36,330

⁽³⁾

08/28/2015

Common Stock

36,330

⁽³⁾

Stock Option (right to buy)

$ 11.83

07/21/2009

65,800

⁽⁴⁾

04/18/2016

Common Stock

65,800

⁽⁴⁾

Stock Option (right to buy)

$ 6.76

07/21/2009

66,667

⁽⁵⁾

02/24/2017

Common Stock

66,667

⁽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 $612,512 in cash and 11,078 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 53,804 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 in exchange for 1,425 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.

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

4. This option, which became fully vested and exercisable on July 21, 2009, was cancelled in the merger in exchange for 1,970 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 8,744 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/ T. Patrick Kelly	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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