Edgar Filing: EPICOR SOFTWARE CORP

Ownership Submission

FORM 4

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DIXON DONALD R

2. Issuer Name and Ticker or Trading Symbol
EPICOR SOFTWARE CORP [EPIC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O EPICOR SOFTWARE CORPORATION, 18200 VON KARMAN AVE., SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2004

(Street)

IRVINE, CA 92612

4. If Amendment, Date Original Filed(Month/Day/Year)
11/17/2004

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 ⁽¹⁾	11/12/2004		M		617,350	A	⁽¹³⁾	617,350 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	Through partnerships

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Convertible Preferred Stock

⁽¹³⁾

11/12/2004

61,735

⁽¹³⁾

COMMON STOCK

617,350

⁽¹³⁾

Through partnerships

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DIXON DONALD R C/O EPICOR SOFTWARE CORPORATION 18200 VON KARMAN AVE., SUITE 1000 IRVINE, CA 92612	X

Signatures

John D. Ireland, Attorney in Fact		11/17/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Trident Capital Partners Fund -I, L.P. ("TCPF LP") and Trident Capital Partners Fund -I, C.V. ("TCPF CV"), Trident Capital Fund-V, L.P. ("TCF") , Trident Capital Fund-V Principals Fund, L.P. ("TCF-Principals"); Trident Capital Fund-V Affiliates Fund, L.P. ("TCF-Affiliates"); Trident Capital Fund-V Affiliates Fund (Q), L.P ("TCF-Affiliates(Q)") and Trident Capital Parallel Fund-V, C.V. ("TCF-Parallel") the ("Trident Funds") effected a conversion of 61,735 shares of Series C Convertible Preferred Stock convertible (10-for 1), into 617,350 shares of common stock. Mr. Dixon is the President of Trident Capital, Inc. which is the general partner of Trident Capital, L.P., ("TC") which is the general partner of TCPF LP and TCPF CV, and a member of Trident Capital Management -V, LLC ("TCM"), which is the general partner of TCF, TCF-Principals, TCF-Affiliates, TCF-Affiliates(Q) and TCF-Parallel. Reporting person disclaims beneficial ownership except to extent of his pecuniary interest.
(2)	The transfers of the shares are in connection with the distribution to the partners of Transferors, TCPF LP, TCPF CV, TCF, TCF-Principals and TCF-Parallel.
(3)	Trident Administrator N.V. and Trident Capital, Inc., received the reported securities in a distribution in kind from certain of the Transferors pursuant to the conversion of Series C Convertible Preferred Stock. Mr. Dixon is the President of Trident Capital, Inc. and Trident Administrator N.V. is affiliated with the Transferors.
(13)	Certain of the Trident Funds, of which the reporting person is a general partner or investment manager with voting and disposition power, acquired a total of 61,735 shares of Series C Convertible Preferred Stock; 25,415 shares were acquired on May 30, 1995 at a purchase price of $78.70 per share and 36,320 shares were acquired on March 5, 2003 at a purchase price of $19.10 per share, convertible at any time at the election of the holder on a 10-for-1 basis into common stock. The reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein.
Remarks: Due to an administrative error, information regarding the securities beneficially owned by the reporting person contained in Footnote 13 was reported incorrectly on the original Form 4. This Form 4/A amends the original Form 4 filed on November 17, 2004 only to modify Footnote 13.

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