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^*

GRETSCH GREGORY C.

(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
	Officer (give title below)	Other (specify below)

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	5,908	I	By Sigma Associates 6 LP⁽¹⁾
Common Stock	1,031	I	By Sigma Investors 6 LP⁽¹⁾
Common Stock	72,860	I	By Sigma Partners 6 LP⁽¹⁾

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)
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	230,704	⁽²⁾	I	By Sigma Associates 6 LP⁽¹⁾
Series C Converttible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,772	⁽²⁾	I	By Sigma Investors 6 LP⁽¹⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,787,429	⁽²⁾	I	By Sigma Partners 6 LP⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	517,971	⁽²⁾	I	By Sigma Associates 6 LP
Series E Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	71,119	⁽²⁾	I	By Sigma Investors 6 LP⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	4,746,554	⁽²⁾	I	By Sigma Partners 6 LP⁽¹⁾

Explanation of Responses:

1. Sigma Management 6, L.L.C. is the general partner of Sigma Associates 6, L.P., Sigma Investors 6, L.P. and Sigma Partners 6, L.P. ("Sigma Funds") and has sole voting and investment power. Gregory Gretsch, Robert Davoli, Lawrence Finch, Clifford L. Haas, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 6, L.L.C. share this power. Mr. Gretsch disclaims beneficial ownership of the shares held by the Sigma Funds except to the extent of his pecuniary interest therein.

2. Each share of preferred stock is convertible into one share of common stock upon the completion of the Issuer's initial public offering and has no expiration date.

Remarks:

	/s/ Gregory C. Gretsch 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.