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^*

SCGF III MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jive Software, Inc. [ JIVE ]

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)
12/16/2011

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	12/16/2011		C		16,046,266	A	⁽¹⁾	16,065,406	I	See Footnote⁽²⁾
Common Stock	12/16/2011		C		745,903	A	⁽¹⁾	746,659	I	See Footnote⁽³⁾
Common Stock	12/16/2011		C		138,064	A	⁽¹⁾	138,168	I	See Footnote⁽⁴⁾

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 Preferred Stock	⁽¹⁾	12/16/2011		C			9,231,539	⁽¹⁾	⁽¹⁾	Common Stock	9,231,539	$0	0	I	See Footnote⁽²⁾
Series A Preferred Stock	⁽¹⁾	12/16/2011		C			476,732	⁽¹⁾	⁽¹⁾	Common Stock	476,732	$0	0	I	See Footnote⁽³⁾
Series A Preferred Stock	⁽¹⁾	12/16/2011		C			101,036	⁽¹⁾	⁽¹⁾	Common Stock	101,036	$0	0	I	See Footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	12/16/2011		C			3,122,027	⁽¹⁾	⁽¹⁾	Common Stock	3,122,027	$0	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	12/16/2011		C			123,315	⁽¹⁾	⁽¹⁾	Common Stock	123,315	$0	0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽¹⁾	12/16/2011		C			16,964	⁽¹⁾	⁽¹⁾	Common Stock	16,964	$0	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	12/16/2011		C			3,692,700	⁽¹⁾	⁽¹⁾	Common Stock	3,692,700	$0	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	12/16/2011		C			145,856	⁽¹⁾	⁽¹⁾	Common Stock	145,856	$0	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	12/16/2011		C			20,064	⁽¹⁾	⁽¹⁾	Common Stock	20,064	$0	0	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

SCGF III MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

4-250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL GROWTH FUND III

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

4-250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

4-250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL GROWTH PARTNERS III

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

4-250

(Street)

MENLO PARK

94025

(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 shares of Series A, B, and C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

2. Shares held directly by Sequoia Capital Growth Fund III, L.P., ("Sequoia III"). SCGF III Management, LLC, the general partner of Sequoia III, may be deemed to share voting and dispositive power with respect to the shares held by Sequoia III. SCGF III Management, LLC disclaims beneficial ownership of securities held by Sequoia III, except to the extent of any pecuniary interest therein.

3. Shares held directly by Sequoia Capital Growth III Principals Fund LLC ("Sequoia Principals"). SCGF III Management, LLC, the managing member of Sequoia Principals, may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Principals. SCGF III Management, LLC disclaims beneficial ownership of securities held by Sequoia Principals, except to the extent of any pecuniary interest therein.

4. Shares held directly by Sequoia Capital Growth Partners III, L.P., ("Sequoia Partners"). SCGF III Management, LLC, the general partner of Sequoia Partners, may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Partners. SCGF III Management, LLC disclaims beneficial ownership of securities held by Sequoia Partners, except to the extent of any pecuniary interest therein.

	/s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SCGF III Management, LLC	12/16/2011
	/s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Fund III, L.P.	12/16/2011
	/s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SCGF III Management, LLC, the Managing Member of Sequoia Capital Growth III Principals Fund LLC	12/16/2011
	/s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Partners III, L.P.	12/16/2011
	** 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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