| 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 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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*
| 7031 COLUMBIA GATEWAY DRIVE | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
MICROS SYSTEMS INC
[MCRS] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | EVP Investor Relations Bus Dev |
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3. Date of Earliest Transaction (Month/Day/Year)
09/08/2009 |
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 |
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| 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 |
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Common Stock
| 09/08/2009 | | M | |
60,000
| A | $
5.2109
|
84,215
|
D
| |
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Common Stock
| 09/08/2009 | | S | |
60,000
| D | $
28.9804
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24,215
|
D
| |
|
Common Stock
| 09/08/2009 | | M | |
19,188
| A | $
5.2109
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43,403
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D
| |
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Common Stock
| 09/09/2009 | | M | |
812
| A | $
5.2109
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44,215
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D
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Common Stock
| 09/09/2009 | | S | |
812
| D | $
29.3506
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43,403
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D
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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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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Incentive Stock Option (right to buy)
| $
5.2109
| 09/08/2009 | | M | | |
19,188
| 11/17/2001 | 11/17/2010 |
Common Stock
|
19,188
|
$
5.2109
|
0
|
D
| |
|
Non-Qualified Stock Option (right to buy)
| $
5.2109
| 09/08/2009 | | M | | |
60,000
| 11/17/2001 | 11/17/2010 |
Common Stock
|
60,000
|
$
28.9804
|
812
|
D
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Non-Qualified Stock Option (right to buy)
| $
5.2109
| 09/09/2009 | | M | | |
812
| 11/17/2007 | 11/17/2010 |
Common Stock
|
812
|
$
29.3506
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0
|
D
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| Explanation of Responses: |
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| Thomas L. Patz for Peter J. Rogers, Jr. | 09/10/2009 |
| ** 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).
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| 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. |
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby make,
constitute and appoint any elected officer of MICROS Systems, Inc. ("MICROS") as
the true and lawful attorney for the undersigned and in the name, place and
stead of the undersigned and for the undersigned's use and benefit, to sign,
swear to, acknowledge, file and record, from time to time:
1.The Initial Statement of Beneficial Ownership of Securities as Form 3 and
all Statement of Changes in Beneficial Ownership of Securities on Form 4 or 5 to
be filed with the Securities and Exchange Commission, with respect to MICROS,
pursuant to Section 16 of the Securities and Exchange Act of 1934, as amended,
and the regulations promulgated thereunder.
2.To take all such further action which such attorney-in-fact shall consider
necessary, appropriate or convenient in connection with the foregoing, hereby
giving such attorney-in-fact full power and authority to do and perform each and
every act and thing whatsoever appropriate, requisite and necessary to be done
with respect to the foregoing as fully as the undersigned might or could do if
personally present, and hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
The foregoing grant of authority is a Special Power of Attorney, and shall
survive for so long as the undersigned is required to report to the Securities
and Exchange Commission pursuant to Section 16 of the Securities Exchange Act of
1934, as amended, with respect to MICROS.
IN WITNESS WHEREOF, the undersigned has executed this Special Power of Attorney
on this 20th day of November, 2007.
/s/ Peter J. Rogers, Jr.
Peter J. Rogers, Jr.
STATE OF MARYLAND :
SS:
COUNTY OF HOWARD:
On this 20th day of November, 2007, before me, a notary public in and for the
State and County set forth above, personally appeared Peter J. Rogers, Jr., who
known to me to be the person whose name is subscribed to the foregoing
instrument and being by me first duly sworn acknowledged that she executed the
same.
/s/ Julie A. Griffin (Notary Public)
My commission expires February 1, 2008.