Sec Form 4 Filing - COOPER J PHILLIP @ SOFTECH INC - 2012-12-19

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

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1. Name and Address of Reporting Person COOPER J PHILLIP 2. Issuer Name and Ticker or Trading Symbol SOFTECH INC [ SOFT] 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 SOFTECH, INC., 650 SUFFOLK STREET, STE 415 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2012 (Street) LOWELL, MA01854 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 Common Stock, $.10 par value 06/03/2014 D 5,000 ( 1 ) D $ 5.5 25,000 D Common Stock, $.10 par value 08/22/2014 S 2,932 D $ 2.7038 22,068 D Common Stock, $.10 par value 08/25/2014 S 20 D $ 2.6 22,048 D Common Stock, $.10 par value 08/25/2014 S 1,181 D $ 2.4 20,867 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 (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 Shares Stock Option $ 3.4 12/19/2012 A 1,000 ( 2 ) 12/19/2022 Common Stock 1,000 $ 3.4 6,000 D Stock Option $ 2.75 01/22/2014 A 1,000 ( 2 ) 01/22/2024 Common Stock 1,000 $ 2.75 7,000 D Stock Option $ 1.84 04/08/2014 A 10,000 ( 3 ) 04/08/2024 Common Stock 10,000 $ 1.84 17,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COOPER J PHILLIP C/O SOFTECH, INC. 650 SUFFOLK STREET, STE 415 LOWELL, MA01854 X Signatures /s/ J. Phillip Cooper 09/12/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Securities Purchase Agreement between the Company and the Reporting Person, dated November 30, 2012, the holder of these shares has exercised the right to require the Company to repurchase for cash 5,000 shares for a repurchase price of $5.50 per share for a period of 30-days following the 18-month anniversary of the closing. ( 2 )The options become exercisable in monthly equal installments for three years commencing on the date of grant. ( 3 )The options become exercisable in monthly equal installments for two years commencing on the date of grant.

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).

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