Sec Form 4 Filing - Palogic Value Management, L.P. @ QAD INC - 2015-07-14

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 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: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Palogic Value Management, L.P. 2. Issuer Name and Ticker or Trading Symbol QAD INC [ QADA, QADB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5310 HARVEST HILL ROAD, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 07/14/2015 (Street) DALLAS, TX75230 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 07/14/2015 P( 1 ) 223,629 A 290,889 I See Footnotes ( 3 ) ( 4 ) ( 5 ) Class B Common Stock 07/14/2015 S( 1 ) 260,463 D 75,000 I See Footnotes ( 3 ) ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Sh ares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palogic Value Management, L.P. 5310 HARVEST HILL ROAD, SUITE 110 DALLAS, TX75230 X Palogic Value Fund, LP 5310 HARVEST HILL ROAD, SUITE 110 DALLAS, TX75230 X Palogic Capital Management, LLC 5310 HARVEST HILL ROAD, SUITE 110 DALLAS, TX75230 X Vardeman Ryan L. 5310 HARVEST HILL ROAD, SUITE 110 DALLAS, TX75230 X Signatures PALOGIC VALUE MANAGEMENT, L.P., By: Palogic Capital Management, LLC, Its: General Partner, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 07/15/2015 Signature of Reporting Person Date PALOGIC VALUE FUND, L.P., By: Palogic Value Management, L.P., Its: General Partner, By: Palogic Capital Management, LLC, Its: General Partner, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 07/15/2015 Signature of Reporting Person Date PALOGIC CAPITAL MANAGEMENT, LLC, By: /s/ Ryan L. Vardeman, Name: Ryan L. Vardeman, Title: Sole Member 07/15/2015 Signature of Reporting Person Date RYAN L. VARDEMAN, /s/ Ryan L. Vardeman 07/15/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported in this statement are with respect to different classes of securities and, therefore, are not matchable transactions for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"). See Gibbons v. Malone, 801 F. Supp. 2d 243 (S.D.N.Y. 2011), aff'd, 703 F.3d 595 (2d Cir. 2013). ( 2 )Pursuant to a share exchange agreement, dated July 14, 2015 (the "Exchange Agreement"), by and between Pamela M. and Karl F. Lopker, as Trustees of the Lopker Living Trust dated November 18, 2013 (the "Lopker Trust"), and Palogic Value Fund, L.P. ("Palogic Value Fund"), Palogic Value Fund agreed to transfer 260,463 shares of Class B Common Stock of QAD Inc. (the "Issuer"), par value $0.001 per share ("Class B Shares"), to the Lopker Trust, and the Lopker Trust agreed to transfer 223,629 shares of Class A Common Stock of the Issuer, par value $0.001 per share ("Class A Shares"), to Palogic Value Fund. The transfer of Class B Shares in exchange for Class A Shares occurred concurrently with the execution and delivery of the Exchange Agreement, which was an arms-length transaction for in-kind rather than cash consideration and, accordingly, does not have a per-share price. ( 3 )This statement is jointly filed by and on behalf of each of Palogic Value Management, L.P. ("Palogic Value Management"), Palogic Value Fund, Palogic Capital Management, LLC ("Palogic Capital Management") and Ryan L. Vardeman. Palogic Value Fund is the record and direct beneficial owner of the securities covered by this statement. Palogic Value Management is the investment manager and general partner of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Value Fund. Palogic Capital Management is the general partner of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Value Management. Ryan Vardeman is the sole member of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Capital Management. ( 4 )Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. ( 5 )Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

Remarks: Exhibit IndexExhibit 99.1 - Joint Filer Information (filed herewith)Exhibit 99.2 - Joint Filing Agreement (filed herewith)

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.