FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RESPONSYS INC [ MKTG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/10/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/10/2013 | J(1) | 504,980 | D | $0 | 504,980 | I | By Accel VI L.P.(2) | ||
Common Stock | 09/10/2013 | J(1) | 2,207,986 | D | $0 | 2,207,987 | I | By Accel VI-S L.P.(2) | ||
Common Stock | 09/10/2013 | J(1) | 64,518 | D | $0 | 64,518 | D(3) | |||
Common Stock | 09/10/2013 | J(1) | 43,801 | D | $0 | 43,801 | I | By Accel Keiretsu VI L.P.(4) | ||
Common Stock | 09/10/2013 | J(1) | 206,369 | D | $0 | 206,370 | I | By Accel Investors '98 L.P.(5) | ||
Common Stock | 09/10/2013 | J(1) | 341,698 | D | $0 | 341,699 | I | By Accel Investors '98-S L.P.(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by Accel VI L.P., Accel VI-S L.P., Accel Internet Fund II L.P., Accel Keirestu VI L.P., Accel Investors '98 L.P. and Accel Investors '98-S L.P. to their respective general and limited partners or members without consideration. |
2. Accel VI Associates L.L.C. ("A6A") 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. A6A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. James W. Breyer, Arthur C. Patterson and James R. Swartz are the managing members of A6A and share such powers. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
3. Accel Internet Fund II Associates L.L.C. ("AIF II ") is the general partner of Accel Internet Fund II L.P. and has sole voting and investment power. AIF II disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. James W. Breyer, Arthur C. Patterson and James R. Swartz are the managing members of AIF II and share such powers. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
4. Accel Keiretsu VI Associates L.L.C. ("AK VI") is the general partner of Accel Keiretsu VI L.P. and has sole voting and investment power. AK VI disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. James W. Breyer, Arthur C. Patterson and James R. Swartz are the managing members of AK VI and share such powers. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
5. 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. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Remarks: |
In prior filings for the Issuer, certain individual managing members or general partners of Accel VI Associates L.L.C., Accel Internet Fund II Associates L.L.C., Accel Keiretsu VI Associates L.L.C., and Accel Investors '98 L.P. were included as reporting persons. These individuals are not beneficial owners of shares amounting to 10% or more of the issuer and are therefore not required to report on this or future filings. |
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Internet Fund II L.P. | 09/12/2013 | |
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel VI L.P. | 09/12/2013 | |
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel VI-S L.P. | 09/12/2013 | |
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Keiretsu VI L.P. | 09/12/2013 | |
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Investors '98 L.P. | 09/12/2013 | |
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Investors '98-S L.P. | 09/12/2013 | |
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Internet Fund II Associates L.L.C. | 09/12/2013 | |
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Keiretsu VI Associates L.L.C. | 09/12/2013 | |
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel VI Associates L.L.C. | 09/12/2013 | |
** 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 4 (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. |