UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

 

 

 

SERENA Software, Inc.

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

 

817492    101                                 (CUSIP Number)

 

 

12/31/04

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 817492    101

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).     Douglas D. Troxel
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization     USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.    Sole Voting Power            13,084,225
		6.    Shared Voting Power            555,000
		7.    Sole Dispositive Power            13,084,225
		8.    Shared Dispositive Power            555,000

9.		Aggregate Amount Beneficially Owned by Each Reporting Person     13,084,225
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.		Percent of Class Represented by Amount in Row (9)     31%
12.		Type of Reporting Person (See Instructions)     IN

 

 

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A.

Statements filed pursuant to Rule 13d-1(b) containing the information required by this schedule shall be filed not later than February 14 following the calendar year covered by the statement or within the time specified in Rules 13d-1(b)(2) and 13d2(c). Statements filed pursuant to Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not later than February 14 following the calendar year covered by the statement pursuant to Rules 13d-1(d) and 13d-2(b).

 

B.

Information contained in a form which is required to be filed by rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that covered by a statement on this schedule may be incorporated by reference in response to any of the items of this schedule. If such information is incorporated by reference in this schedule, copies of the relevant pages of such form shall be filed as an exhibit to this schedule.

 

C.

The item numbers and captions of the items shall be included but the text of the items is to be omitted. The answers to the items shall be so prepared as to indicate clearly the coverage of the items without referring to the text of the items. Answer every item. If an item is inapplicable or the answer is in the negative, so state.

 

Item 1.

(a)

Name of Issuer: SERENA Software, Inc.

(b)

Address of Issuer’s Principal Executive Offices 2755 Campus Drive, 3rd Floor, San Mateo, CA 94403-2538

Item 2.

(a)

Name of Person Filing: Douglas D. Troxel

(b)

Address of Principal Business Office or, if none, Residence: 2755 Campus Drive, 3rd Floor, San Mateo, CA 94403-2538

(c)

Citizenship: USA

(d)

Title of Class of Securities: Common Stock

(e)

CUSIP Number: 817492    101

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

¨

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

¨

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

¨

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

¨

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Item 4.		Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
		(a)		Amount beneficially owned: 13,084,225.
		(b)		Percent of class: 31%.
		(c)		Number of shares as to which the person has:
				(i)		Sole power to vote or to direct the vote: 13,084,225.
				(ii)		Shared power to vote or to direct the vote: 555,000.
				(iii)		Sole power to dispose or to direct the disposition of: 13,084,225.
				(iv)		Shared power to dispose or to direct the disposition of: 555,000.
Item 5.		Ownership of Five Percent or Less of a Class.
Item 6.		Ownership of More than Five Percent on Behalf of Another Person.
Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Item 8.		Identification and Classification of Members of the Group.
Item 9.		Notice of Dissolution of Group.
Item 10.		Certification.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.