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^*

Springer Daniel D.

(Last)

(First)

(Middle)

C/O RESPONSYS, INC.

900 CHERRY AVENUE, 5TH FLOOR

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2011

3. Issuer Name and Ticker or Trading Symbol
RESPONSYS INC [ MKTG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

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	1,982,836	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)
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⁾	06/17/2014	Common Stock	1,128,565	$0.04	D
Employee Stock Option (right to buy)	⁽²⁾⁽³⁾	07/22/2019	Common Stock	950,000	$2.6	D

Explanation of Responses:

1. The stock option grant is 100% vested and immediately exercisable.

2. Immediately exercisable, subject to the issuer's right of repurchase which lapses as the shares vest.

3. The stock option grant vests upon the earlier of (i) the completion of 119 months of continuous service from March 12, 2009, or (ii) the issuer's attainment of a Milestone (as defined below). Upon the completion of 119 months of continuous service, the stock option grant vests in full. Upon the attainment of a Milestone, 25% of the total number of shares vest for each year of continuous service that the reporting person has completed since March 12, 2009. A "Milestone" is attained when either (i) the issuer's revenues for four consecutive completed calendar quarters totals more than $100 million, or (ii) the issuer undergoes a change in control before the reporting person's service terminates and the aggregate proceeds available for distribution to the issuer's stockholders exceeds $250 million.

Remarks:

	/s/ Daniel D. Springer by Julian K. Ong, Attorney-in-Fact	04/08/2011
	** 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.