U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 4
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 156(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
James P. McNiel
c/o Pequot Capital Management, Inc.
500 Nyala Farm Road
Westport, CT 06880
2. Issuer Name and Ticker or Trading Symbol
Netegrity, Inc.
NETE
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Statement for Month/Year
11/99
5. If Amendment, Date of Original (Month/Year)
Not Applicable.
6. Relationship of Reporting Person(s) to Issuer (check all applicable)
(X) Director (1) ( )10% Owner
( ) Officer (give title below) ( ) Other (specify below)
7. 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 Securities: Common Stock, $.01 Par Value
2. Transaction Date (Month/Day/Year): 11/10/99
3. Transaction Code: C
4. Securities Acquired (A) or Disposed of (D): 69,447 (2) (A)
Price: $1.50/share
5. Amount of Securities Beneficially Owned at end of month: 74,447(2)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4): (D)
7. Nature of Indirect Beneficial Ownership (Instr. 4): N/A
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TABLE II
Derivative Securities Acquired, Disposed of, or beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security: Stock Warrants
2. Conversion or Exercise Price of Derivative Security: $1.50
3. Transaction Date (Month/Day/Year): 11/10/99
4. Transaction Code (Instr. 8): C
5. Number of Derivative Securities Acquired (A) or Disposed of (D):69,447(2) (D)
6. Date Exercisable and Expiration Date (Month/Day/Year): Immediate.
Expiration Date: 1/7/03
7. Title and Amount of Underlying Securities: Common Stock, 69,447 (2)
8. Price of Derivative Security (Instr. 5): $1.50
9. Number of Derivative Securities Beneficially Owned at
End of Month: 30,553(2)
10. Ownership of Derivative Security: (D)
11. Nature of Indirect Beneficial Ownership: N/A
Explanation of Responses:
(1) The reporting person is a member of the board of directors of the issuer
and is an employee of Pequot Capital Management, Inc., a registered investment
adviser.
(2) The reporting person disclaims beneficial ownership of these securities,
and this report shall not be deemed an admission that the reporting person is
the beneficial owner of such securities for purposes of Rule 16a(1) or (a)(2)
or for any other purpose.
/s/ James P. McNiel 12/8/99
**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff (a).
