UPDATE 3-SumTotal gets $103 mln offer from largest shareholder

* Pvt equity firm's $3.25/shr offer at 62 pct premium

* Largest shareholder seeks to replace three directors

* Offer includes 'go shop' clause

* Second largest shareholder urges sale of company

* SumTotal says to review proposal (Recasts, adds Discovery Group statement, details)

April 6 (Reuters) - SumTotal Systems Inc's (SUMT.O) largest stockholder offered to buy the company for $3.25 per share in cash, or about $103 million, and its second largest shareholder asked the company to pursue options to sell itself.

The offer from private-equity firm Vista Equity Partners Fund III LP is a 62 percent premium to SumTotal's Friday closing of $2.01, but well short of the company's 52-week high of $5.15 in July last year.

Shares of SumTotal, which makes employee-management software, were trading up about 47 percent, or 94 cents, at $2.95 in afternoon trade Monday on Nasdaq.

Vista, which owns 12.7 percent of SumTotal's outstanding shares, plans to nominate three directors to the company's board, replacing three existing directors, it said in a statement.

Vista's nominees include Robert Smith, who founded the private-equity firm, which now has over $2.3 billion in equity capital under management.

In response, SumTotal said its board was reviewing the proposal and once they got a notice of nomination from Vista, it would recommend its own nominees for directors.

Seperately, merchant banking firm Discovery Group, which owns about 9.8 percent of the company's outstanding shares, urged SumTotal to either negotiate with Vista or court other suitors to discuss alternative transactions.

Vista's offer, made in a letter on April 3, includes a 'go shop' clause which allows SumTotal to shop around for a better deal.

The best way to maximize proceeds to shareholders is for SumTotal to enter discussions with all potential acquirers, Dan Donoghue, a partner at Discovery said in a statement.

Vista's Smith in his letter to SumTotal's Chief Executive Arun Chandra said the company's ability to generate value for its stockholders as a standalone public company while transitioning its business model was subject to significant risk and uncertainty.

Smith also said over the past four quarters, Wall Street analysts were forced to cut their forecasts for the company and SumTotal was unable to give a financial outlook for 2009. (Reporting by Savio D'Souza in Bangalore; Editing by Jarshad Kakkrakandy, Vinu Pilakkott)