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^*

ACCEL INTERNET FUND II LP

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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	1,467	I⁽¹⁾	Held Directly By Accel Investors '98 L.P.⁽²⁾⁽³⁾
Common Stock	3,065	I⁽¹⁾	Held Directly By Accel Investors '98-S L.P.⁽²⁾⁽⁴⁾
Common Stock	320	I⁽¹⁾	Held Directly By Accel Keiretsu VI L.P.⁽²⁾⁽⁵⁾
Common Stock	19,807	I⁽¹⁾	Held Directly By Accel VI-S L.P.⁽²⁾⁽⁴⁾

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 A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	105,138	⁽⁶⁾	I⁽¹⁾	Held Directly by Accel Internet Fund II L.P.⁽²⁾⁽⁷⁾
Series A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	69,755	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel Investors '98 L.P.⁽²⁾⁽³⁾
Series A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	13,142	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel Keiretsu VI L.P.⁽²⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	822,913	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel VI L.P.⁽²⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	23,898	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel Internet Fund II L.P.⁽²⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	15,855	⁽⁶⁾	I⁽¹⁾	Held Directly by Accel Investors '98 L.P.⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	2,987	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel Keiretsu VI L.P.⁽²⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	187,047	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel VI L.P.⁽²⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	35,879	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel Investors '98 L.P.⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	74,953	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel Investors '98-S L.P.⁽²⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	7,839	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel Keiretsu VI L.P.⁽²⁾⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	484,335	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel VI-S L.P.⁽²⁾⁽⁴⁾
Series E Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	289,783	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel Investors '98 L.P.⁽²⁾⁽³⁾
Series E Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	605,379	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel Investors '98-S L.P.⁽²⁾⁽⁴⁾
Series E Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	63,314	⁽⁶⁾	I⁽¹⁾	Hled Directly By Accel Keiretsu VI L.P.⁽²⁾⁽⁵⁾
Series E Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	3,911,831	⁽⁶⁾	I⁽¹⁾	Held Directly By Accel VI-S L.P.⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

ACCEL INTERNET FUND II LP

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BREYER JAMES

(Last)

(First)

(Middle)

428 UNIVERSITY AVE

(Street)

PALO ALTO

94031

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each of the following individuals and entities is jointly filing this Form 3 and is deemed to be a member of a "group" under Section 13d-3 of the Securities Exchange Act of 1934, as amended: Accel Internet Fund II Associates L.L.C., Accel VI Associates L.L.C., Accel Keiretsu VI Associates L.L.C., Accel VI L.P., Accel VI-S L.P., Accel Internet Fund II L.P., Accel Keiretsu VI L.P., Accel Investors '98 L.P., Accel Investors '98-S L.P., Arthur C. Patterson, James W. Breyer and James R. Swartz.

2. Each reporting person other than the referenced indidivual or entity disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

3. James W. Breyer, Arthur C. Patterson and James R. Swartz are general partners of Accel Investors '98 L.P. and share voting and investment power.

4. Accel VI Associates L.L.C. is the general partner of Accel Investors '98-S L.P., Accel VI L.P. and Accel VI-S L.P. and has sole voting and investment power. James W. Breyer, Arthur C. Patterson and James R. Swartz are the managing members of Accel VI Associates L.L.C. and share such powers.

5. Accel Keiretsu VI Associates L.L.C. is the general partner of Accel Keiretsu VI L.P. and has sole voting and investment power. James W. Breyer, Arthur C. Patterson and James R. Swartz are the managing members of Accel Keiretsu VI Associates L.L.C. and share such powers.

6. 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.

7. Accel Internet Fund II Associates L.L.C. is the general partner of Accel Internet Fund II L.P. and has sole voting and investment power. James W. Breyer, Arthur C. Patterson and James R. Swartz are the managing members of Accel Internet Fund II Associates L.L.C. and share such powers.

Remarks:

	/s/ Tracy L. Sedlock, as Attorney-in-Fact for Each Reporting Person	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).
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