SEC FORM 4

SEC Form 4

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^*

MOBIUS VI LLC

(Last)

(First)

(Middle)

1050 WALNUT STREET, STE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rally Software Development Corp [ RALY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/17/2013		C		1,576,484	A	$0	1,576,484	I	By Mobius Technology Ventures VI,L.P.⁽¹⁾⁽⁵⁾
Common Stock	04/17/2013		C		1,690,834	A	$0	1,690,834	I	By SOFTBANK U.S. Ventures VI, L.P.⁽²⁾⁽⁵⁾
Common Stock	04/17/2013		C		64,468	A	$0	64,468	I	By Mobius Technology Ventures Side Fund VI, L.P.⁽³⁾⁽⁵⁾
Common Stock	04/17/2013		C		61,414	A	$0	61,414	I	By Mobius Technology Ventures Advisors Fund VI, L.P.⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽⁶⁾	04/17/2013		C			669,521	⁽⁶⁾	⁽⁷⁾	Common Stock	669,521	$0	0	I	By Mobius Technology Ventures VI,L.P.⁽¹⁾⁽⁵⁾
Series A-1 Preferred Stock	⁽⁶⁾	04/17/2013		C			718,084	⁽⁶⁾	⁽⁷⁾	Common Stock	718,084	$0	0	I	By SOFTBANK U.S. Ventures VI, L.P.⁽²⁾⁽⁵⁾
Series A-1 Preferred Stock	⁽⁶⁾	04/17/2013		C			27,380	⁽⁶⁾	⁽⁷⁾	Common Stock	27,380	$0	0	I	By Mobius Technology Ventures Side Fund VI, L.P.⁽³⁾⁽⁵⁾
Series A-1 Preferred Stock	⁽⁶⁾	04/17/2013		C			26,083	⁽⁶⁾	⁽⁷⁾	Common Stock	26,083	$0	0	I	By Mobius Technology Ventures Advisors Fund VI, L.P.⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾	04/17/2013		C			412,610	⁽⁶⁾	⁽⁷⁾	Common Stock	412,610	$0	0	I	By Mobius Technology Ventures VI,L.P.⁽¹⁾⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾	04/17/2013		C			442,540	⁽⁶⁾	⁽⁷⁾	Common Stock	442,540	$0	0	I	By SOFTBANK U.S. Ventures VI, L.P.⁽²⁾⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾	04/17/2013		C			16,874	⁽⁶⁾	⁽⁷⁾	Common Stock	16,874	$0	0	I	By Mobius Technology Ventures Side Fund VI, L.P.⁽³⁾⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾	04/17/2013		C			16,074	⁽⁶⁾	⁽⁷⁾	Common Stock	16,074	$0	0	I	By Mobius Technology Ventures Advisors Fund VI, L.P.⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾	04/17/2013		C			316,200	⁽⁶⁾	⁽⁷⁾	Common Stock	316,200	$0	0	I	By Mobius Technology Ventures VI,L.P.⁽¹⁾⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾	04/17/2013		C			339,136	⁽⁶⁾	⁽⁷⁾	Common Stock	339,136	$0	0	I	By SOFTBANK U.S. Ventures VI, L.P.⁽²⁾⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾	04/17/2013		C			12,930	⁽⁶⁾	⁽⁷⁾	Common Stock	12,930	$0	0	I	By Mobius Technology Ventures Side Fund VI, L.P.⁽³⁾⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾	04/17/2013		C			12,318	⁽⁶⁾	⁽⁷⁾	Common Stock	12,318	$0	0	I	By Mobius Technology Ventures Advisors Fund VI, L.P.⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽⁶⁾	04/17/2013		C			82,232	⁽⁶⁾	⁽⁷⁾	Common Stock	82,232	$0	0	I	By Mobius Technology Ventures VI,L.P.⁽¹⁾⁽⁵⁾
Series D Preferred Stock	⁽⁶⁾	04/17/2013		C			88,196	⁽⁶⁾	⁽⁷⁾	Common Stock	88,196	$0	0	I	By SOFTBANK U.S. Ventures VI, L.P.⁽²⁾⁽⁵⁾
Series D Preferred Stock	⁽⁶⁾	04/17/2013		C			3,362	⁽⁶⁾	⁽⁷⁾	Common Stock	3,362	$0	0	I	By Mobius Technology Ventures Side Fund VI, L.P.⁽³⁾⁽⁵⁾
Series D Preferred Stock	⁽⁶⁾	04/17/2013		C			3,203	⁽⁶⁾	⁽⁷⁾	Common Stock	3,203	$0	0	I	By Mobius Technology Ventures Advisors Fund VI, L.P.⁽⁴⁾⁽⁵⁾
Series E Preferred Stock	⁽⁶⁾	04/17/2013		C			95,921	⁽⁶⁾	⁽⁷⁾	Common Stock	95,921	$0	0	I	By Mobius Technology Ventures VI,L.P.⁽¹⁾⁽⁵⁾
Series E Preferred Stock	⁽⁶⁾	04/17/2013		C			102,878	⁽⁶⁾	⁽⁷⁾	Common Stock	102,878	$0	0	I	By SOFTBANK U.S. Ventures VI, L.P.⁽²⁾⁽⁵⁾
Series E Preferred Stock	⁽⁶⁾	04/17/2013		C			3,922	⁽⁶⁾	⁽⁷⁾	Common Stock	3,922	$0	0	I	By Mobius Technology Ventures Side Fund VI, L.P.⁽³⁾⁽⁵⁾
Series E Preferred Stock	⁽⁶⁾	04/17/2013		C			3,736	⁽⁶⁾	⁽⁷⁾	Common Stock	3,736	$0	0	I	By Mobius Technology Ventures Advisors Fund VI, L.P.⁽⁴⁾⁽⁵⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$3.78	04/17/2013		C⁽⁸⁾			6,046	⁽⁹⁾	05/20/2018	Series C Preferred Stock⁽⁶⁾	6,046	$0	0	I	By Mobius Technology Ventures VI,L.P.⁽¹⁾⁽⁵⁾
Warrant to Purchase Common Stock (right to buy)	$3.78	04/17/2013		C⁽⁸⁾		6,046		⁽⁹⁾	05/20/2018	Common Stock	6,046	$0	6,046	I	By Mobius Technology Ventures VI,L.P.⁽¹⁾⁽⁵⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$3.78	04/17/2013		C⁽⁸⁾			6,485	⁽⁹⁾	05/20/2018	Series C Preferred Stock⁽⁶⁾	6,485	$0	0	I	By SOFTBANK U.S. Ventures VI, L.P.⁽²⁾⁽⁵⁾
Warrant to Purchase Common Stock (right to buy)	$3.78	04/17/2013		C⁽⁸⁾		6,485		⁽⁹⁾	05/20/2018	Common Stock	6,485	$0	6,485	I	By SOFTBANK U.S. Ventures VI, L.P.⁽²⁾⁽⁵⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$3.78	04/17/2013		C⁽⁸⁾			247	⁽⁹⁾	05/20/2018	Series C Preferred Stock⁽⁶⁾	247	$0	0	I	By Mobius Technology Ventures Side Fund VI, L.P.⁽³⁾⁽⁵⁾
Warrant to Purchase Common Stock (right to buy)	$3.78	04/17/2013		C⁽⁸⁾		247		⁽⁹⁾	05/20/2018	Common Stock	247	$0	247	I	By Mobius Technology Ventures Side Fund VI, L.P.⁽³⁾⁽⁵⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$3.78	04/17/2013		C⁽⁸⁾			235	⁽⁹⁾	05/20/2018	Series C Preferred Stock⁽⁶⁾	235	$0	0	I	By Mobius Technology Ventures Advisors Fund VI, L.P.⁽⁴⁾⁽⁵⁾
Warrant to Purchase Common Stock (right to buy)	$3.78	04/17/2013		C⁽⁸⁾		235		⁽⁹⁾	05/20/2018	Common Stock	235	$0	235	I	By Mobius Technology Ventures Advisors Fund VI, L.P.⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

MOBIUS VI LLC

(Last)

(First)

(Middle)

1050 WALNUT STREET, STE 210

(Street)

BOULDER

80302

(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^*

MOBIUS TECHNOLOGY VENTURES VI LP

(Last)

(First)

(Middle)

1050 WALNUT STREET, STE 210

(Street)

BOULDER

80302

(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^*

SOFTBANK U S VENTURES VI L P

(Last)

(First)

(Middle)

1050 WALNUT STREET, STE 210

(Street)

BOULDER

80302

(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^*

MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L P

(Last)

(First)

(Middle)

1050 WALNUT STREET, STE 210

(Street)

BOULDER

80302

(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^*

MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L P

(Last)

(First)

(Middle)

1050 WALNUT STREET, STE 210

(Street)

BOULDER

80302

(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^*

FELD BRADLEY A

(Last)

(First)

(Middle)

1050 WALNUT STREET, STE 210

(Street)

BOULDER

80302

(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^*

MENDELSON JASON A

(Last)

(First)

(Middle)

1050 WALNUT STREET, STE 210

(Street)

BOULDER

80302

(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. The securities are held by Mobius Technology Ventures VI, L.P. ("Mobius Technology VI").

2. The securities are held by SOFTBANK U.S. Ventures VI, L.P. ("Softbank").

3. The securities are held by Mobius Technology Ventures Side Fund VI, L.P. ("Mobius Side Fund").

4. The securities are held by Mobius Technology Ventures Advisors Fund VI, L.P. ("Mobius Advisors Fund").

5. Mobius VI LLC ("Mobius VI") is the General Partner of Mobius Technology VI, Softbank, Mobius Side Fund and Mobius Advisors Fund (collectively, the "Mobius Funds"). Mobius VI may be deemed to indirectly beneficially own the securities owned by the Mobius Funds. Bradley A. Feld and Jason Mendelson are Managing Directors of Mobius VI and each share voting and dispositive power over the securities held by Mobius Funds. Each disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

6. Each share of the Issuer's Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted on a 1-for-1 basis into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on April 1, 2013).

7. The shares had no expiration date.

8. Automatic conversion upon the closing of the Issuer's Qualified Public Offering into a warrant to purchase shares of the Issuer's Common Stock on a 1-for-1 basis.

9. Immediately exercisable.

	Mobius VI L.L.C. By: /s/ Bradley A. Feld, Managing Member	04/18/2013
	Mobius Technology Ventures VI, L.P. By: Mobius VI L.L.C. By: /s/ Bradley A. Feld, Managing Member	04/18/2013
	SOFTBANK U.S. Ventures VI, L.P. By: Mobius VI L.L.C. By: /s/ Bradley A. Feld, Managing Member	04/18/2013
	Mobius Technology Ventures Side Fund VI, L.P. By: Mobius VI L.L.C. By: /s/ Bradley A. Feld, Managing Member	04/18/2013
	Mobius Technology Ventures Advisors Fund VI, L.P. By: Mobius VI L.L.C. By: /s/ Bradley A. Feld, Managing Member	04/18/2013
	/s/ Bradley A. Feld	04/18/2013
	/s/ Jason Mendelson	04/18/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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