van Hedel Bart AM - 4 filing on 2010-05-21

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

van Hedel Bart AM

(Last)

(First)

(Middle)

EMMAPLEIN 2

(Street)

AMSTERDAM

1075 AW

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ST. BERNARD SOFTWARE, INC. [ SBSW.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2009	07/25/2009	J⁽¹⁾		490,563	D	⁽¹⁾	2,542,773	I	See Footnote⁽¹⁾
Common Stock	08/30/2009	08/30/2009	P		120,857	A	$0.15	2,663,630	I	See Footnote⁽²⁾
Common Stock	04/01/2010	04/03/2010	P		666,667	A	$0.15	3,330,297	I	See Footnote⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$0.25	02/10/2009	02/10/2009	J⁽⁴⁾		4,197		07/27/2006	12/29/2010	Common Stock	4,197	$0.25	4,197	D
Stock Options	$0.25	02/10/2009	02/10/2009	J⁽⁴⁾		4,197		07/27/2006	01/26/2012	Common Stock	4,197	$0.25	4,197	D
Stock Options	$0.25	02/10/2009	02/10/2009	J⁽⁴⁾		4,197		07/27/2006	12/29/2012	Common Stock	4,197	$0.25	4,197	D
Stock Options	$0.25	02/10/2009	02/10/2009	J⁽⁴⁾		4,197		07/27/2009	12/29/2013	Common Stock	4,197	$0.25	4,197	D
Stock Options	$0.25	02/10/2009	02/10/2009	J⁽⁴⁾		8,393		07/27/2006	12/29/2013	Common Stock	8,393	$0.25	8,393	D
Stock Options	$0.25	02/10/2009	02/10/2009	J⁽⁴⁾		8,393		07/27/2006	04/28/2013	Common Stock	8,393	$0.25	8,393	D
Stock Options	$0.25	02/10/2009	02/10/2009	J⁽⁴⁾		50,000		07/27/2006	09/06/2016	Common Stock	50,000	$0.25	50,000	D

Explanation of Responses:

1. 379,900 of the shares of Common Stock held by Trustee Ai-Investments and 110,582 of the shares of Common Stock held by BeeBird Beheer B.V. were cancelled pursuant to that certain Agreement and Plan of Merger, dated as of October 26, 2005, as amended, among Sand Hill, Sand Hill Merger Corp., a wholly-owned subsidiary of Sand Hill, and St. Bernard Software, Inc. Bart van Hedel is a member of the issuer's Board of Directors, the Co-Trustee of Stichting Trustee Ai-Investments and an executive officer and indirect owner of BeeBird Beheer B.V. Mr. Hedel also owns, directly or indirectly, certain entities which are beneficiaries of the assets held in trust by Stichting Trustee Ai-Investments. Mr. Hedel expressly disclaims beneficial ownership in these shares, except to the extent of his respective pecuniary interests therein.

2. These shares of Common Stock were acquired by BeeBird Beheer B.V. in a private transaction. Bart van Hedel is a member of the issuer's Board of Directors and an executive officer and indirect owner of BeeBird Beheer B.V. Mr. Hedel expressly disclaims beneficial ownership in these shares, except to the extent of his respective pecuniary interests therein.

3. These shares of Common Stock were acquired by Trustee Ai-Investments. Bart van Hedel is a member of the issuer's Board of Directors and the Co-Trustee of Stichting Trustee Ai-Investments. Mr. Hedel also owns, directly or indirectly, certain entities which are beneficiaries of the assets held in trust by Stichting Trustee Ai-Investments. Mr. Hedel expressly disclaims beneficial ownership in these shares, except to the extent of his respective pecuniary interests therein.

4. On February 10, 2009, the exercise price of each stock option was amended to be $0.25. Each stock option vests over three years, with one third of the shares subject to the stock option vesting on the first year anniversary of the original grant date and the remaining two-thirds of the shares subject to the stock option vesting in equal monthly increments over the next 24 months thereafter.

Remarks:

	/s/ Bart van Hedel	05/21/2010
	** Signature of Reporting Person	Date
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