SEC FORM 3

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

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1. Name and Address of Reporting Person^*

TAUSSIG REED D

(Last)

(First)

(Middle)

CALLIDUS SOFTWARE INC

160 W SANTA CLARA STREET SUITE 1500

(Street)

SAN JOSE

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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	267,300	D
Common Stock	3,600	I	by daughter
Common Stock	3,600	I	by daughter
Common Stock	3,600	I	by daughter

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	12/18/2008	Common Stock	7,500	$3.34	D
Employee Stock Option (right to buy)	⁽¹⁾	10/11/2009	Common Stock	36,000	$5	D
Employee Stock Option (right to buy)	⁽²⁾	03/12/2011	Common Stock	297,300	$0.84	D
Employee Stock Option (right to buy)	⁽³⁾	12/22/2012	Common Stock	150,000	$0.84	D
Employee Stock Option (right to buy)	⁽⁴⁾	08/26/2013	Common Stock	300,000	$4.17	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/02/2012	Common Stock	150,000	$0.84	D

Explanation of Responses:

1. Immediately exercisable.

2. The option becomes exercisable in equal monthly installments over four years beginning March 31, 2001.

3. The option becomes exercisable in equal monthly installments over four years beginning December 23, 2002.

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

5. 1/4 of the option becomes exercisable on the effective date of Callidus Software Inc.'s initial public offering and 1/36 becomes exercisable per month thereafter.

	/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.
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