Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		29426L108

(1) Consists of (i) 54,300 shares owned directly by Mr. Pickup; and (ii) 500,000 shares owned directly by Pickup Family Trust, and 300,000 shares owned directly by TB Fund, LLC, over all of which shares Mr. Pickup has sole investment and voting power.

(2) Consists of (i) 900 shares owned directly by Gamebusters Inc., 1,315,000 shares owned directly by Dito Caree LP, 860,000 shares owned directly by Dito Devcar LP, 151,500 shares owned directly by Pickup CRUT II, and 80,000 shares owned directly by Pickup CRUT I, over all of which shares Mr. Pickup shares investment and voting power; and (ii) 88,750 shares owned by Carole Pickup, Mr. Pickup’s spouse, over which Mr. Pickup is deemed to have shared investment and voting power. Mr. Pickup disclaims beneficial ownership of the shares owned by his spouse.

(3) Consists of the sum of all shares referenced in footnotes 1 and 2 above.

(4) The calculation of the percentage of the shares of Common Stock beneficially owned by the Reporting Person is based on 61,394,208 shares of Common Stock outstanding as of November 2, 2009, as reported in the Company’s quarterly report on Form 10-Q filed on November 6, 2009.

CUSIP No.		29426L108

This Amendment No. 11 to Schedule 13D amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on May 31, 2002, as amended through Amendment No. 10 thereto, which was filed with the Commission on March 9, 2009 (as so amended, the “Schedule 13D”).

Item 5. Interest in Securities of the Issuer

The description contained herein amends and restates in its entirety Item 5 in the Schedule 13D.

(a) Richard H. Pickup (the “Reporting Person”) may be deemed to beneficially own an aggregate of 3,350,450 shares of the Common Stock (the “Common Stock”) of Epicor Software Corporation, constituting 5.5% of the shares of Common Stock outstanding, which includes 88,750 shares owned by Carole Pickup, Mr. Pickup’s spouse. Mr. Pickup disclaims beneficial ownership of all shares of the Common Stock owned by his spouse.

(b) Of the aggregate of 3,350,450 shares of Common Stock that the Reporting Person may be deemed to beneficially own, the Reporting Person (i) has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, an aggregate of 854,300 such shares, and (ii) has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, an aggregate of 2,496,150 such shares.

Joseph W. Moody shares with the Reporting Person the power to vote or direct the vote of, and to dispose or direct the disposition of, all 2,407,400 shares of the Common Stock collectively owned directly by Gamebusters Inc., Dito Caree LP, Dito Devcar LP, Pickup CRUT I and Pickup CRUT II. Carole Pickup, the spouse of the Reporting Person, is deemed to share with the Reporting Person the power to vote or direct the vote of, and to dispose or direct the disposition of, all 88,750 shares of the Common Stock owned by Mrs. Pickup. Mr. Moody’s principal occupation is serving as the manager and Chief Financial Officer of Plus Four Management, LLC, a Nevada limited liability company; Mrs. Pickup is a homemaker. The business address for Mr. Moody is 2532 Dupont Drive, Irvine, California 92612. During the last five years, neither Mr. Moody nor Mrs. Pickup has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of Mr. Moody and Mrs. Pickup is a citizen of the United States.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

CUSIP No.		29426L108

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2009