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 *
Cunningham David Epp
  2. Issuer Name and Ticker or Trading Symbol
CHORDIANT SOFTWARE INC [CHRD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
V.P. World Wide Sales
(Last)
(First)
(Middle)
C/O CHORDIANT SOFTWARE, INC., 20400 STEVENS CREEK BLVD., SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2007
(Street)

CUPERTINO, CA 95014
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)
Code V Amount (A) or (D) Price

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 9.25 11/20/2007   A   75,000     (1) 11/19/2017 Common Stock 75,000 $ 0 75,000 D  
Restricted Stock Units (3) 11/10/2007   A   15,000 (2)     (2)   (2) Common Stock 15,000 $ 0 15,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cunningham David Epp
C/O CHORDIANT SOFTWARE, INC.
20400 STEVENS CREEK BLVD., SUITE 400
CUPERTINO, CA 95014
      V.P. World Wide Sales  

Signatures

 /s/ Nancy H. Wojtas (Attorney-in-Fact)   11/21/2007
**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) Twenty-five per cent (25%) of the shares vest on November 5, 2008 and the remaining shares vest monthly thereafter over thirty-six (36) months.
(2) The award covers 10,000 shares at target performance levels and 15,000 shares at maximum performance levels. This award is a performance-based restricted stock unit award and is granted subject to the terms of the Performance Share Unit Program (the "PSUP") and the Company's 2005 Equity Incentive Plan. The actual number of shares earned pursuant to the award will be determined after the close of the Company's 2009 fiscal year based on the Company's achievement of performance metrics determined under the PSUP and subject to the reporting persons continuous service with the Company through the date on which the Compensation Committee certifies whether the performance metrics have been met.
(3) Each restricted stock unit represents a contingent right to receive one share of CHRD common stock.

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