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^*

BV PARTNERS IV, L.L.C.

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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		185,552⁽¹⁾	A	⁽²⁾	185,552	I	By Boulder Ventures IV, L.P.⁽³⁾⁽⁴⁾
Common Stock	04/17/2013		C		2,824,201⁽¹⁾	A	⁽²⁾	2,824,201	I	By Boulder Ventures IV (Annex), L.P.⁽⁴⁾⁽⁵⁾
Common Stock	04/17/2013		C		383,453⁽⁶⁾	A	⁽²⁾	383,453	I	By Boulder Ventures V, L.P.⁽⁷⁾⁽⁸⁾

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	⁽²⁾	04/17/2013		C			88,144	⁽²⁾	⁽⁹⁾	Common Stock	88,144	$0	0	I	By Boulder Ventures IV, L.P.⁽³⁾⁽⁴⁾
Series A-1 Preferred Stock	⁽²⁾	04/17/2013		C			1,352,925	⁽²⁾	⁽⁹⁾	Common Stock	1,352,925	$0	0	I	By Boulder Ventures IV (Annex), L.P.⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽²⁾	04/17/2013		C			55,151	⁽²⁾	⁽⁹⁾	Common Stock	55,151	$0	0	I	By Boulder Ventures IV, L.P.⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽²⁾	04/17/2013		C			832,948	⁽²⁾	⁽⁹⁾	Common Stock	832,948	$0	0	I	By Boulder Ventures IV (Annex), L.P.⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽²⁾	04/17/2013		C			42,257	⁽²⁾	⁽⁹⁾	Common Stock	42,257	$0	0	I	By Boulder Ventures IV, L.P.⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽²⁾	04/17/2013		C			638,328	⁽²⁾	⁽⁹⁾	Common Stock	638,328	$0	0	I	By Boulder Ventures IV (Annex), L.P.⁽⁴⁾⁽⁵⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$3.78	04/17/2013		C⁽¹⁰⁾			808	⁽¹¹⁾	05/20/2018	Series C Preferred Stock	808	$0	0	I	By Boulder Ventures IV, L.P.⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock (right to buy)	$3.78	04/17/2013		C⁽¹⁰⁾		808		⁽¹¹⁾	05/20/2018	Common Stock	808	$0	808	I	By Boulder Ventures IV, L.P.⁽³⁾⁽⁴⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$3.78	04/17/2013		C⁽¹⁰⁾			12,206	⁽¹¹⁾	05/20/2018	Series C Preferred Stock	12,206	$0	0	I	By Boulder Ventures IV (Annex), L.P.⁽⁴⁾⁽⁵⁾
Warrant to Purchase Common Stock (right to buy)	$3.78	04/17/2013		C⁽¹⁰⁾		12,206		⁽¹¹⁾	05/20/2018	Common Stock	12,206	$0	12,206	I	By Boulder Ventures IV (Annex), L.P.⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽²⁾	04/17/2013		C			176,994	⁽²⁾	⁽⁹⁾	Common Stock	176,994	$0	0	I	By Boulder Ventures V, L.P.⁽⁷⁾⁽⁸⁾
Series E Preferred Stock	⁽²⁾	04/17/2013		C			206,459	⁽²⁾	⁽⁹⁾	Common Stock	206,459	$0	0	I	By Boulder Ventures V, L.P.⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

BV PARTNERS IV, L.L.C.

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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^*

BOULDER VENTURES IV ANNEX LP

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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^*

BOULDER VENTURES IV LP

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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^*

Boulder Ventures V, L.P.

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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^*

BV Partners V, LLC

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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^*

Fidler Josh E

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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^*

LEFKOFF KYLE

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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^*

Macks Lawrence M

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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^*

Perl Jonathan L

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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^*

Roshko Peter

(Last)

(First)

(Middle)

1941 PEARL STREET, SUITE 300

(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 total represents shares received upon conversion of shares of Series A-1, Series B and Series C Preferred Stock.

2. Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock converted on a 1-for-1 basis into shares of the Issuer's Common Stock immediately prior to the closing of the initial public offering of the Issuer's Common Stock.

3. The securities are held of record by Boulder Ventures IV, L.P. ("Boulder Ventures IV").

4. BV Partners IV, L.L.C. ("BV IV") is the General Partner of each of Boulder Ventures IV and BV Annex. BV IV may be deemed to indirectly beneficially own the securities owned by Boulder Ventures IV and BV Annex. Josh E. Fidler, Kyle Lefkoff, Lawrence M. Macks, Jonathan L. Perl and Peter A. Roshko are the Managing Members of BV IV and share voting and dispositive power over the securities held by Boulder Ventures IV and BV Annex. Each disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. The securities are held of record by Boulder Ventures IV (Annex), L.P. ("BV Annex").

6. The total represents shares received upon conversion of shares of Series D and Series E Preferred Stock.

7. The securities are held of record by Boulder Ventures V, L.P. ("Boulder Ventures V").

8. BV Partners V, L.L.C. ("BV V") is the General Partner of Boulder Ventures V. BV V may be deemed to indirectly beneficially own the securities owned by Boulder Ventures V. Kyle Lefkoff, Jonathan L. Perl and Peter A. Roshko are the Managing Members of BV V and share voting and dispositive power over the securities held by Boulder Ventures V. Each disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

9. The shares had no expiration date.

10. Upon the closing of the initial public offering of the Issuer's Common Stock, each warrant to purchase shares of the Issuer's Series C Preferred Stock was automatically converted into a warrant to purchase an equal number of shares of the Issuer's Common Stock.

11. Immediately exercisable.

	BV Partners IV, L.L.C. By: /s/ Kyle Lefkoff, Managing Member	04/18/2013
	Boulder Ventures IV (Annex), L.P. By: BV Partners IV, L.L.C., its General Partner By: /s/ Kyle Lefkoff, Managing Member	04/18/2013
	Boulder Ventures IV, L.P. By: BV Partners IV, L.L.C., its General Partner By: /s/ Kyle Lefkoff, Managing Member	04/18/2013
	Boulder Ventures V, L.P. By: BV Partners V, L.L.C., its General Partner By: /s/ Kyle Lefkoff, Managing Member	04/18/2013
	BV Partners V, L.L.C. By: /s/ Kyle Lefkoff, Managing Member	04/18/2013
	/s/ Josh E. Fidler	04/18/2013
	/s/ Kyle Lefkoff	04/18/2013
	/s/ Lawrence M. Macks	04/18/2013
	/s/ Jonathan L. Perl	04/18/2013
	/s/ Peter A. Roshko	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).
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