SEC FORM 3

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^*

Tucci Angela

(Last)

(First)

(Middle)

C/O RALLY SOFTWARE DEVELOPMENT CORP.

3333 WALNUT STREET

(Street)

BOULDER

80301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2014

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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common Stock	10,800⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽²⁾	12/17/2023	Common Stock	16,000	$16.33	D
Stock Option (right to buy)	⁽³⁾	03/30/2024	Common Stock	3,150	$13.38	D

Explanation of Responses:

1. Includes (i) 8,000 shares issued to the Reporting Person as restricted stock units ("RSUs") under the Issuer's 2013 Equity Incentive Plan (the "Plan") that were received as an award, for no consideration, which vest as follows: 25% of the RSUs will vest on December 25, 2014, and the remaining 75% will vest in 6 equal installments semi-annually thereafter such that the RSU is fully vested on December 25, 2017, and (ii) 1,600 shares issued to the Reporting Person as RSUs under the Plan that were received as an award, for no consideration, which vest as follows: 25% of the RSUs will vest on April 25, 2015, and the remaining 75% will vest in 3 equal annual installments thereafter such that the RSU is fully vested on April 25, 2018, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

2. Grant to the Reporting Person of a stock option under the Plan which vests as follows: 25% of the option will vest on December 13, 2014, and the remaining 75% will vest in equal monthly installments thereafter over the next 36 months, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

3. Grant to the Reporting Person of a stock option under the Plan which vests as follows: 16.66% of the option will vest on December 13, 2014, and the remaining 83.34% of the option will vest in equal monthly installments thereafter over the next 36 months, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

	/s/ David A. Huberman, Attorney-in-Fact	12/01/2014
	** 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 5 (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.