Sec Form 4 Filing - EDENFIELD JAMES C @ AMERICAN SOFTWARE INC - 2013-12-06

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 EDENFIELD JAMES C 2. Issuer Name and Ticker or Trading Symbol AMERICAN SOFTWARE INC [ AMSWA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 470 EAST PACES FERRY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2013 (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 12/06/2013 C( 2 ) 70,000 A $ 5.7 130,000 D ( 1 ) Class A Common Stock 12/06/2013 C( 2 ) 8,298 A $ 5.76 138,298 D Class A Common Stock 12/06/2013 S 78,298 D $ 10.2633 ( 3 ) ( 4 ) 60,000 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 $ 5.7 12/06/2013 C( 2 ) 70,000 07/17/2009 07/17/2013 Class A Common Stock 70,000 $ 5.7 0 D Options to Acquire Class A Common Stock $ 5.76 12/06/2013 C( 2 ) 8,298 06/30/2010 06/30/2015 Class A Common Stock 8,298 $ 5.76 91,702 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EDENFIELD JAMES C 470 EAST PACES FERRY ROAD ATLANTA, GA30305 Executive Chairman Signatures James C. Edenfield 12/10/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )60,000 shares held by James C. and Norma T. Edenfield Foundation. ( 2 )On December 6, 2013, the Reporting Person converted a total of 78,298 options into an equal number of shares of Class A Common Stock. ( 3 )Represents the weighted average sales price for price increments ranging from $10.20 to $10.37. ( 4 )The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer, or 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).

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