SC 13G/A

Exhibit No.

Agreement pursuant to 13d-1(k)(1) among Lacuna Hedge Fund LLLP, Lacuna Hedge GP LLLP and Lacuna, LLC.

0000950123-10-012293.txt : 20100212 0000950123-10-012293.hdr.sgml : 20100212 20100212162004 ACCESSION NUMBER: 0000950123-10-012293 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: LACUNA HEDGE FUND LLLP GROUP MEMBERS: LACUNA HEDGE GP LLLP GROUP MEMBERS: LACUNA, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAINMAKER SYSTEMS INC CENTRAL INDEX KEY: 0001094007 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 330442860 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58179 FILM NUMBER: 10599642 BUSINESS ADDRESS: STREET 1: 900 EAST HAMILTON AVENUE STREET 2: SUITE 400 CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 8314617299 MAIL ADDRESS: STREET 1: 900 EAST HAMILTON AVENUE STREET 2: SUITE 400 CITY: CAMPBELL STATE: CA ZIP: 95008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lacuna Hedge Fund LLLP CENTRAL INDEX KEY: 0001379935 IRS NUMBER: 203982381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1100 SPRUCE STREET, STE. 202 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 303-447-1700 MAIL ADDRESS: STREET 1: 1100 SPRUCE STREET, STE. 202 CITY: BOULDER STATE: CO ZIP: 80302 SC 13G/A 1 c96158sc13gza.htm SC 13G/A SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

RAINMAKER SYSTEMS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

750875304

(CUSIP Number)

RAWLEIGH RALLS
LACUNA, LLC
1100 SPRUCE STREET, SUITE 202
BOULDER, COLORADO 80302
TELEPHONE: (303) 447-1708

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

DECEMBER 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		750875304


1	NAMES OF REPORTING PERSONS Lacuna Hedge Fund LLLP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ (1)

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, United States of America

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,028,548 (2)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			2,028,548 (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,028,548

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.45%

12	TYPE OF REPORTING PERSON

	PN

(1) This Amendment No. 1 to Schedule 13G is filed by Lacuna Hedge Fund LLLP (“Lacuna Hedge”), Lacuna Hedge GP LLLP (“Lacuna Hedge GP”), and Lacuna, LLC (“Lacuna LLC” and, together with Lacuna Hedge and Lacuna Hedge GP, the “Lacuna Entities”). The Lacuna Entities expressly disclaim status as a “group” for purposes of this Amendment No. 1 to Schedule 13G.

(2) These shares are held directly by Lacuna Hedge. Lacuna LLC serves as the sole general partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna Hedge. Neither Lacuna Hedge GP nor Lacuna LLC directly owns any securities of the Issuer. Lacuna Hedge GP and Lacuna LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by Lacuna Hedge but disclaim beneficial ownership except to their pecuniary interest therein.

(3) This percentage is calculated based upon 21,459,156 shares of the Issuer’s common stock outstanding as of November 9, 2009, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2009, filed with the Securities and Exchange Commission on November 13, 2009.

Page 2 of 7


CUSIP No.		750875304


1	NAMES OF REPORTING PERSONS Lacuna Hedge GP LLLP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ (1)

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, United States of America

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,028,548 (2)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			2,028,548 (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,028,548 (2)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.45% (3)

12	TYPE OF REPORTING PERSON

	PN

Page 3 of 7


CUSIP No.		750875304


1	NAMES OF REPORTING PERSONS Lacuna, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ (1)

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, United States of America

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,028,548 (2)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			2,028,548 (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,028,548 (2)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.45% (3)

12	TYPE OF REPORTING PERSON

	OO

Page 4 of 7

Item 1(a) Name of Issuer

Rainmaker Systems, Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices

900 East Hamilton Avenue, Suite 400
Campbell, CA 95008

Item 2(a) Name of Person Filing

Lacuna Hedge Fund LLLP (“Lacuna Hedge”)
Lacuna Hedge GP LLLP (“Lacuna Hedge GP”)
Lacuna, LLC (“Lacuna LLC”)

Item 2(b) Address of Principal Business Office or, if none, Residence

c/o Lacuna, LLC
1100 Spruce Street, Suite 202
Boulder, Colorado 80302

Item 2(c) Citizenship

Lacuna Hedge and Lacuna Hedge GP are Delaware limited liability limited partnerships. Lacuna LLC is a Delaware limited liability company.

Item 2(d) Title of Class of Securities

Common Stock

Item 2(e) CUSIP Number

750875304

Item 3 Not applicable.

Item 4 Ownership


	Shares		Sole		Shared		Sole		Shared
	Held		Voting		Voting		Dispositive		Dispositive		Beneficial		Percentage
Lacuna Entity	Directly		Power		Power (1)		Power		Power (1)		Ownership (1)		of Class (2)

Lacuna Hedge Fund LLLP		2,028,548		0		2,028,548		0		2,028,548		2,028,548		9.45	%

Lacuna Hedge GP LLLP		0		0		2,028,548		0		2,028,548		2,028,548		9.45	%

Lacuna, LLC		0		0		2,028,548		0		2,028,548		2,028,548		9.45	%


(1)		These shares are held directly by Lacuna Hedge. Lacuna LLC serves as the sole general partner of Lacuna Hedge GP, which serves as the sole general partner of Lacuna Hedge. Neither Lacuna Hedge GP nor Lacuna LLC directly owns any securities of the Issuer. Lacuna Hedge GP and Lacuna LLC may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by Lacuna Hedge but disclaim beneficial ownership except to their pecuniary interest therein. These shares do not include 100,000 shares held by the Rawleigh Ralls Individual Retirement Account. Mr. Ralls is a member and managing director of Lacuna, LLC.

(2)		This percentage is calculated based upon 21,459,156 shares of the Issuer’s common stock outstanding as of November 9, 2009, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2009, filed with the Securities and Exchange Commission on November 13, 2009.

Page 5 of 7

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6 Ownership of More than Five Percent of Another Person

The members of Lacuna LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by Lacuna Hedge in accordance with their ownership interests in Lacuna LLC.


Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8 Identification and Classification of Members of the Group

Not applicable.

Item 9 Notice of Dissolution of Group

Not applicable.

Item 10 Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 6 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXECUTED this 12^th day of February, 2010.


LACUNA HEDGE FUND LLLP

	By:	Lacuna Hedge GP LLLP, its general partner
	By:	Lacuna, LLC, its general partner

		By:	/s/ Wink Jones
			Wink Jones, Managing Director

LACUNA HEDGE GP LLLP

	By:	Lacuna, LLC, its general partner

		By:	/s/ Wink Jones
			Wink Jones, Managing Director

LACUNA, LLC

		By:	/s/ Wink Jones
			Wink Jones, Managing Director

Page 7 of 7

EXHIBIT INDEX

EX-99.1 2 c96158exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

EXECUTED this 12^th day of February, 2010.


LACUNA HEDGE FUND LLLP

	By:	Lacuna Hedge GP LLLP, its general partner
	By:	Lacuna, LLC, its general partner

		By:	/s/ Wink Jones
			Wink Jones, Managing Director

LACUNA HEDGE GP LLLP

	By:	Lacuna, LLC, its general partner

		By:	/s/ Wink Jones
			Wink Jones, Managing Director

LACUNA, LLC

		By:	/s/ Wink Jones
			Wink Jones, Managing Director