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 CA 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
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.
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