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
Rally Software Development Corp [ RALY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | 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) | |||||||||||||||
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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 | ||||||||
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*
(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. 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. | ||
* 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. |