0000884300-13-000005.txt : 20130201 0000884300-13-000005.hdr.sgml : 20130201 20130201154248 ACCESSION NUMBER: 0000884300-13-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130201 DATE AS OF CHANGE: 20130201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAINMAKER SYSTEMS INC CENTRAL INDEX KEY: 0001094007 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 330442860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58179 FILM NUMBER: 13566632 BUSINESS ADDRESS: STREET 1: 900 EAST HAMILTON AVENUE STREET 2: SUITE 400 CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4086263800 MAIL ADDRESS: STREET 1: 900 EAST HAMILTON AVENUE STREET 2: SUITE 400 CITY: CAMPBELL STATE: CA ZIP: 95008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERKINS CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000884300 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 411501962 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 730 EAST LAKE STREET CITY: WAYZATA STATE: MN ZIP: 55391-1769 BUSINESS PHONE: 9524738367 MAIL ADDRESS: STREET 1: 730 EAST LAKE STREET CITY: WAYZATA STATE: MN ZIP: 55391 FORMER COMPANY: FORMER CONFORMED NAME: PERKINS CAPITAL MANAGEMENT INC ET AL DATE OF NAME CHANGE: 19960212 SC 13G/A 1 rmkrye201213g.txt RMKRYE13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Rainmaker Systems, Inc. (Name of Issuer) Common (Title of Class of Securities) 750875304 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. CUSIP No. 750875304 Page 2 ____________________________________________________________________ 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Perkins Capital Management, Inc. 41-1521690 ____________________________________________________________________ 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / ____________________________________________________________________ 3.SEC Use Only ____________________________________________________________________ 4.Citizenship or Place of Organization A Minnesota Corporation ____________________________________________________________________ Number of 5.Sole Voting Power Shares Bene- 2,041,785 ____________________________________________________ ficially owned 6.Shared Voting Power by Each 0 ____________________________________________________ 7.Sole Dispositive Power Reporting 2,647,785 ____________________________________________________ Person With: 8.Shared Dispositive Power 0 ____________________________________________________________________ 9.Aggregate Amount Beneficially Owned by Each Reporting Person 2,647,785 ____________________________________________________________________ 10.Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions) ____________________________________________________________________ 11.Percent of Class Represented by Amount in Row 9 9.7% ____________________________________________________________________ 12.Type of Reporting Person (See Instructions) IA ____________________________________________________________________ Item 1. (a)Name of Issuer Rainmaker Systems, Inc. (b)Address of Issuer's Principal Executive Offices 900 E. Hamilton Ave., Suite 400, Campbell, CA 95008 Item 2. (a)Name of Person Filing Perkins Capital Management, Inc. (b)Address of Principal Business Office or, if none, Residence 730 Lake St. E., Wayzata, MN 55391 (c)Citizenship A Minnesota Corporation and a U.S. Citizen (d)Title of Class of Securities Common (e)CUSIP Number 750875304 Item 3. If this statement is filed pursuant to s240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) / / Bank as defined in section 3(s)(6) of the Act (15 U.S.C. 78c). (c) / / Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) / / Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) /X/ An investment adviser in accordance with s240.13d-1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with s240.13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance with s240.13d-1(b)(ii)(G); (h) / / A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) / / Group, in accordance with s240.13d-1(b)(1)(ii)(J). Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 2,647,785 (includes 2,251,785 common equivalents and 396,000 warrants exerciseable within 60 days) (b) Percent of Class: 9.7% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,041,785 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,647,785 (includes 2,251,785 common equivalents and 396,000 warrants exerciseable within 60 days) (iv) Shared power to dispose or to direct the disposition of: 0 Instruction: For computations regarding securities which represent a right to acquire an underlying security see s240.13d(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following / /. Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to s240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 1, 2013 /s/ Richard C. Perkins _________________________ Signature Richard C. Perkins EVP/Portfolio Manager