SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* CABRERA CHRISTOPHER (Last) (First) (Middle) CALLIDUS SOFTWARE INC 160 W SANTA CLARA STREET SUITE 1500 (Street) SAN JOSE CA 95113 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/19/2003	3. Issuer Name and Ticker or Trading Symbol CALLIDUS SOFTWARE INC [ CALD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Worldwide Sales & Bus Dev	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	12/18/2008	Common Stock	4,500	$0.84	D
Employee Stock Option (right to buy)	(1)	06/08/2009	Common Stock	9,000	$3.17	D
Employee Stock Option (right to buy)	(1)	12/06/2009	Common Stock	4,500	$8.34	D
Employee Stock Option (right to buy)	(2)	01/15/2011	Common Stock	15,000	$0.84	D
Employee Stock Option (right to buy)	(3)	03/13/2011	Common Stock	65,010	$0.84	D
Employee Stock Option (right to buy)	(4)	01/15/2011	Common Stock	42,000	$0.84	D
Employee Stock Option (right to buy)	(5)	12/22/2012	Common Stock	75,000	$0.84	D
Employee Stock Option (right to buy)	(6)	08/26/2013	Common Stock	60,000	$4.17	D
Series G Convertible Preferred Stock	(1)	(7)	Common Stock	21,000	$0	D

Explanation of Responses:

1. These securities are immediately exercisable

2. The option becomes 1/4 on January 16, 2002, and thereafter in equal monthly installments over three years.

3. The option becomes exercisable in equal monthly installments over four years beginning March 13, 2001

4. The option becomes 1/4 exercisable on September 22, 2001, and thereafter in equal monthly installments over three years.

5. The option becomes exercisable in 48 equal monthly installments beginning December 23, 2002.

6. The option becomes exercisable in equal monthly installments over four years beginning August 26, 2003.

7. These securities will automatically convert into shares of Common Stock on a 1-for-1 basis upon the effectiveness of Callidus' initial public offering.

	/s/ Brian E. Cabrera, by Power of Attorney	11/18/2003
	** Signature of Reporting Person	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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.