Sec Form 4 Filing - NEWBERRY THOMAS L V @ AMERICAN SOFTWARE INC - 2013-12-16

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 NEWBERRY THOMAS L V 2. Issuer Name and Ticker or Trading Symbol AMERICAN SOFTWARE INC [ AMSWA] 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) 470 EAST PACES FERRY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2013 (Street) ATLANTA, GA30305 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 Class A Common Stock 12/16/2013 C( 1 ) 3,000 A $ 9.29 3,000 D Class A Common Stock 12/16/2013 C( 1 ) 3,000 A $ 6.16 6,000 D Class A Common Stock 12/16/2013 C( 1 ) 286 A $ 5.55 6,286 D Class A Common Stock 12/16/2013 S 6,286 D $ 10.0202 ( 2 ) ( 5 ) 0 D Class A Common Stock 12/17/2013 C( 3 ) 2,714 A $ 5.55 2,714 D Class A Common Stock 12/17/2013 C( 3 ) 3,000 A $ 5.48 5,714 D Class A Common Stock 12/17/2013 C( 3 ) 3,000 A $ 6.39 8,714 D Class A Common Stock 12/17/2013 C( 3 ) 2,492 A $ 6.04 11,206 D Class A Common Stock 12/17/2013 S 11,206 D $ 9.9201 ( 4 ) ( 5 ) 0 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 Options to Acquire Class A Common Stock $ 9.29 12/16/2013 C 3,000 01/31/2009 01/31/2014 Class A Common Stock 3,000 $ 9.29 0 D Options to Acquire Class A Common Stock $ 6.16 12/16/2013 C 3,000 04/30/2009 04/30/2014 Class A Common Stock 3,000 $ 6.16 0 D Options to Acquire Class A Common Stock $ 5.55 12/16/2013 C 286 04/30/2010 04/30/2015 Class A Common Stock 286 $ 5.55 2,714 D Options to Acquire Class A Common Stock $ 5.55 12/17/2013 C 2,714 04/30/2010 04/30/2015 Class A Common Stock 2,714 $ 5.55 0 D Options to Acquire Class A Common Stock $ 5.48 12/17/2013 C 3,000 01/29/2011 01/29/2016 Class A Common Stock 3,000 $ 5.48 0 D Options to Acquire Class A Common Stock $ 6.39 12/17/2013 C 3,000 04/30/2011 04/30/2016 Class A Common Stock 3,000 $ 6.39 0 D Options to Acquire Class A Common Stock $ 6.04 12/17/2013 C 2,492 10/29/2011 10/29/2016 Class A Common Stock 2,492 $ 6.04 508 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEWBERRY THOMAS L V 470 EAST PACES FERRY ROAD ATLANTA, GA30305 X Signatures Thomas L. Newberry, V 12/16/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 16, 2013, the Reporting Person converted a total of 6,286 options into an equal number of shares of Class A Common Stock. ( 2 )Represents the weighed average sales price for price increments ranging from $10.00 to $10.08. ( 3 )On December 17 2013, the Reporting Person converted a total of 11,206 options into an equal number of shares of Class A Common Stock. ( 4 )Represents the weighed average sales price for price increments ranging from $9.85 to $10.00. ( 5 )The Reporting Person undertakes to provide, upon request from the Securities and Exchange Commission staff, the Issuer, and a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

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.