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^*

Norris Larry

(Last)

(First)

(Middle)

900 E. HAMILTON AVENUE

SUITE 400

(Street)

CAMPBELL

95008

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/03/2008

3. Issuer Name and Ticker or Trading Symbol
RAINMAKER SYSTEMS INC [ RMKR ]

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

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

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	3,219	D
Common Stock (Restricted Share Award)	7,500⁽¹⁾	D
Common Stock (Restricted Share Award)	21,875⁽²⁾	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)
Stock Option	⁽³⁾	02/19/2017	Common Stock	15,000	$9.5	D

Explanation of Responses:

1. Represents the remaining unvested portion of a restricted share award of 10,000 shares granted on 2/19/07 which vests 25% annually over a 4-year period from the date of grant.

2. Represents the remaining unvested portion of a restricted share award of 25,000 shares granted on 11/19/07 which vests in equal quarterly installments over a 4-year period from the date of grant.

3. Options vest over a 4-year period, 25% at the end of 12 months from the vesting begin date of 1/26/07 and in equal monthly installments over the subsequent 36 months.

	Steve Valenzuela (POA on file)	07/03/2008
	** 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.