Edgar Filing: CITRIX SYSTEMS INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DOW STEPHEN M

2. Issuer Name and Ticker or Trading Symbol
CITRIX SYSTEMS INC [CTXS]

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

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

(Last)

(First)

(Middle)

C/O SEVIN ROSEN FUNDS, 13455 NOEL ROAD, SUITE 1670

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2008

(Street)

DALLAS, TX 75240

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	07/25/2008		M		90,000	A	$ 17.89	90,000	D
Common Stock	07/25/2008		S		447	D	$ 26.37	89,553	D ⁽¹⁾
Common Stock	07/25/2008		S		5,000	D	$ 26.25	84,553	D ⁽¹⁾
Common Stock	07/25/2008		S		200	D	$ 26.06	84,353	D ⁽¹⁾
Common Stock	07/25/2008		S		2,137	D	$ 26.05	82,216	D ⁽¹⁾
Common Stock	07/25/2008		S		100	D	$ 25.91	82,116	D ⁽¹⁾
Common Stock	07/25/2008		S		4,900	D	$ 25.9	77,216	D ⁽¹⁾
Common Stock	07/25/2008		S		10,300	D	$ 25.7	66,916	D ⁽¹⁾
Common Stock	07/25/2008		S		5,000	D	$ 25.68	61,916	D ⁽¹⁾
Common Stock	07/25/2008		S		400	D	$ 25.6	61,516	D ⁽¹⁾
Common Stock	07/25/2008		S		12,333	D	$ 25.28	49,183	D ⁽¹⁾
Common Stock	07/25/2008		S		9,700	D	$ 25.25	39,483	D ⁽¹⁾
Common Stock	07/25/2008		S		5,700	D	$ 25.2	33,783	D ⁽¹⁾
Common Stock	07/25/2008		S		200	D	$ 25.16	33,583	D ⁽¹⁾
Common Stock	07/25/2008		S		4,100	D	$ 25.15	29,483	D ⁽¹⁾
Common Stock	07/25/2008		S		5,000	D	$ 25.1	24,483	D ⁽¹⁾
Common Stock	07/25/2008		S		5,000	D	$ 25.35	19,483	D ⁽¹⁾
Common Stock	07/25/2008		S		4,483	D	$ 25.3	15,000	D ⁽¹⁾
Common Stock	07/25/2008		S		100	D	$ 24.96	14,900	D ⁽¹⁾
Common Stock	07/25/2008		S		1,100	D	$ 24.95	13,800	D ⁽¹⁾
Common Stock	07/25/2008		S		5,000	D	$ 24.89	8,800	D ⁽¹⁾
Common Stock	07/25/2008		S		3,800	D	$ 24.9	5,000	D ⁽¹⁾
Common Stock	07/25/2008		S		5,000	D	$ 25	0	D ⁽¹⁾
Common Stock								274,400	I ⁽²⁾	See Footnote 2
Common Stock								9,999	D ⁽³⁾
Common Stock								136,050	I ⁽⁴⁾	See Footnote 4

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right To Buy)

$ 17.89

07/25/2008

90,000

11/02/2001

11/02/2008

Common Stock

90,000

$ 17.89

90,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DOW STEPHEN M C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX 75240	X

Signatures

John V. Jaggers, As Attorney-In-Fact		07/29/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Sale pursuant to a Rule 10b5-1 Trading Policy established by Mr. Dow on 10/31/2007 for the purpose of exercising stock options scheduled to expire 11/2/2008.
(2)	Total common shares of 274,400 represents 266,900 of such common shares held by the Dow Family Trust (the "Dow Trust"). Stephen M. Dow ("Dow") is a trustee and beneficiary of the Dow Trust, and 7,500 of such common shares held by Dow Investments L.P. (the "Dow L.P."). Dow is a general partner of Dow L.P. and is deemed to have sole dispositive power over the shares with no pecuniary interest.
(3)	The 9,999 common shares are in connection with the grant of 3,333 restricted stock units ("RSU's") on 6/1/2006, 3,333 RSU's on 11/1/2007 and 3,333 RSU's on 6/2/2008, which vest in equal monthly installments over a period of one year.
(4)	Total common shares of 136,050 represents 133,381 of such common shares held by Sevin Rosen IX L.P. ("SRF IX"), 2,652 such common shares held by Sevin Rosen IX Affiliates Fund L.P. ("SRIX AFF"), and 17 such common shares held by SRB Associates IX L.P. ("SRB IX"). Dow is a managing member of SRB Associates IX L.L.C., the general partner of SRB IX, the general partner of SRF IX and SRIX AFF. Dow disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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