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OPEN TEXT CORP Director's Dealing 2003

Mar 24, 2003

30627_dirs_2003-03-24_0db679a3-1ed0-4d68-99f7-6b722ee752ee.zip

Director's Dealing

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4 1 j8713_4.htm 4

| FORM 4 o Check
this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) |
| --- |
| OMB
Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . 0.5 |

  1. Name and Address of Reporting Person * Open Text Corporation (Last) (First) (Middle) 185 Columbia Street West (Street) Waterloo, Ontario Canada N2L 5Z5 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Eloquent, Inc. (ELOQ) 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for Month/Day/Year March 20, 2003 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director Officer (give title below) X 10% Owner 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 Security (Instr. 3) | 2. Transaction Date
(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) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Code | V | Amount | (A)
or (D) | Price | | |
| Common Stock, par value $0.001 per share | 3/20/2003 | P | | 19,426,063 | A | $6,714,000 | 19,426,063 | see fn. 1 |

On March 20, 2003, pursuant to the Plan and Agreement of Merger, dated January 8, 2003, among Open Text Corporation, 1220 Acquisition Corporation and Eloquent (the "Merger Agreement"), each share of Eloquent (other than shares held by any stockholder who properly exercised appraisal rights under Delaware law or who properly exercises dissenters rights under California law) was or will be converted into the right to receive approximately $0.345, subject to the Indemnity Escrow Amount, as defined in the Merger Agreement. The shares of Eloquent as the surviving corporation are directly held by Open Text, Inc. a wholly owned subsidiary of the Reporting Person.

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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 (Instr. 3) — Code | V | 5. Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) — (A) | (D) | 6. Date Exercisable and
Expiration Date (Month/Day/Year) — Date Exercisable | Expiration Date | 7. Title and Amount of
Underlying Securities (Instr. 3 and 4) — Title | Amount
or Number of Shares |
| --- | --- | --- | --- | --- | --- | --- | --- |

Explanation of Responses:

/s/ Thomas Jenkins ** Signature of Reporting Person Thomas Jenkins, Chief Executive Officer March 20, 2003 Date

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

http://www.sec.gov/divisions/corpfin/forms/form4.htm

Last update: 09/05/2002

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