FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tolkmit Guenther
2. Issuer Name and Ticker or Trading Symbol

Lawson Software, Inc. [ LWSN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Vice President
(Last)          (First)          (Middle)

380 ST. PETER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

7/5/2011
(Street)

ST. PAUL, MN 55102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/5/2011     D    82875   (1) D $11.25   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Option-Right to Buy   $10.46   7/5/2011     D         50000      (2) 11/7/2014   Common Stock   50000   $0.79   0   D    
Option-Right to Buy   $4.37   7/5/2011     D         141000      (2) 11/12/2015   Common Stock   141000   $6.88   0   D    
Option-Right to Buy   $6.30   7/5/2011     D         135300      (2) 8/12/2016   Common Stock   135300   $4.95   0   D    
Option-Right to Buy   $7.27   7/5/2011     D         164850      (2) 8/10/2017   Common Stock   164850   $3.98   0   D    

Explanation of Responses:
( 1)  This amount includes 61,875 restricted stock units that vested and were canceled at the effective time of the merger (the "Merger") of Atlantis Merger Sub, Inc. with and into Lawson Software, Inc. (the "Company") in exchange for a cash payment representing the number of units multiplied by the per share purchase price of $11.25 pursuant to that certain Agreement and Plan of Merger, dated April 26, 2011, by and among GGC Software Holdings, Inc., Atlantis Merger Sub, Inc. and the Company.
( 2)  This option was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the per share purchase price of $11.25 and the exercise price of the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tolkmit Guenther
380 ST. PETER STREET
ST. PAUL, MN 55102


Senior Vice President

Signatures
/s/ Guenther Tolkmit 7/5/2011
** 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 control number.
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