Sec Form 4 Filing - Goddard David Stephen Jr @ BMC SOFTWARE INC - 2013-06-10

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 Goddard David Stephen Jr 2. Issuer Name and Ticker or Trading Symbol BMC SOFTWARE INC [ BMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP, Business Operations (Last) (First) (Middle) 2101 CITYWEST BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2013 (Street) HOUSTON, TX77042 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 06/10/2013 M 934 A $ 45.2 95,559 D Common Stock 06/10/2013 F( 1 ) 392 D $ 45.2 95,167 D Common Stock 06/11/2013 S( 2 ) 4,825 D $ 45.15 90,342 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 Performance-based Market Stock Units ( 3 ) 06/10/2013 D 3,314 ( 4 ) ( 4 ) Common Stock 3,314 $ 0 5,182 D Performance-based Market Stock Units ( 3 ) 06/10/2013 M 934 ( 4 ) ( 4 ) Common Stock 934 $ 0 4,248 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goddard David Stephen Jr 2101 CITYWEST BLVD. HOUSTON, TX77042 Senior VP, Business Operations Signatures Christopher C. Chaffin, Attorney-in-Fact for David Stephen Goddard, Jr. 06/12/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Due to vesting of Performance-based Market Stock Unit ("MSU") awarded 6/6/2011, shares were withheld for payment of required tax withholding obligation pursuant to an exempt (under Rule 16b-3(e)) disposition to the Company. ( 2 )The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by the reporting person on November 27, 2012. ( 3 )Each performance-based market stock unit (MSU) represents the right to receive, following vesting, up to 150% of one share of BMC common stock. The actual number of shares of BMC common stock acquired upon vesting of the performance-based MSUs can range from 0% to 150% of the number of MSUs awarded and is contingent upon the achievement of pre-established performance metrics, as approved by BMC's Compensation Committee. One half of the performance-based MSUs are subject to vesting two years after the award date, and one half are subject to vesting three years after the award date. ( 4 )Unless earlier forfeited under the terms of the performance-based MSU award agreement, each performance-based MSU converts into up to 150% of one share of BMC common stock based upon performance vesting. One half of the performance-based MSUs will vest based upon performance over a two year period ending two years after the award date, and one half of the performance-based MSUs will vest based upon performance over a three year period ending three years after the award date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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