SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Ninth MDV Partners, L.L.C. (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/11/2013	3. Issuer Name and Ticker or Trading Symbol Rally Software Development Corp [ RALY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)(2)	(3)	Common Stock	2,650,761	(1)(2)	I	By MDV IX, L.P.(6)
Series D Preferred Stock	(1)(4)	(3)	Common Stock	361,784	(1)(4)	I	By MDV IX, L.P.(6)
Series E Preferred Stock	(1)(5)	(3)	Common Stock	194,380	(1)(5)	I	As nominee for MDV IX, L.P. and MDV ENF IX, L.P.(6)

1. Name and Address of Reporting Person* Ninth MDV Partners, L.L.C. (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 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* MDV IX LP (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 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* MDV ENF IX LP (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 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* Ericson William W. (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 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* FEIBER JONATHAN D (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 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. Immediately convertible into shares of the Issuer's Common Stock at the Reporting Person's election.

2. The shares will automatically convert into 2,650,761 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).

3. The shares do not have an expiration date.

4. The shares will automatically convert into 361,784 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

5. The shares will automatically convert into 194,380 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

6. Includes 3,012,545 shares held by MDV IX, L.P. and 194,380 shares held by MDV IX, L.P., as nominee for MDV IX, L.P. and MDV ENF IX, L.P. (collectively, "MDV IX"). Ninth MDV Partners, L.L.C. ("Ninth MDV") is the General Partner of MDV IX. William Ericson and Jonathan Feiber are managing members of Ninth MDV. Each of William Ericson, Jonathan Feiber, and Ninth MDV may be deemed to share voting and dispositive power over the shares held by MDV IX.

	Ninth MDV Partners, L.L.C. By: /s/ William W. Ericson, Managing Member	04/11/2013
	MDV IX, L.P. By: Ninth MDV Partners, L.L.C., its General Partner By: /s/ Brett Teele, Authorized Signatory	04/11/2013
	MDV ENF IX, L.P. By: Ninth MDV Partners, L.L.C., its General Partner By: /s/ Brett Teele, Authorized Signatory	04/11/2013
	/s/ William W. Ericson	04/11/2013
	/s/ Jonathan Feiber	04/11/2013
	** Signature of Reporting Person	Date
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