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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CALLIDUS SOFTWARE INC [ CALD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/19/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 1,683,826 | I | By Partnership(1) | |||||||
Common Stock | 558,647 | I | By Partnership(2) | |||||||
Common Stock | 05/19/2004 | S | 3,334 | D | $7.05 | 413,329 | I | By Partnership(3) | ||
Common Stock | 05/19/2004 | S | 6,667 | D | $7.03 | 406,662 | I | By Partnership(3) | ||
Common Stock | 05/19/2004 | S | 10,001 | D | $7.08 | 396,661 | I | By Partnership(3) | ||
Common Stock | 05/19/2004 | S | 5,000 | D | $7.1 | 391,661 | I | By Partnership(3) | ||
Common Stock | 05/19/2004 | S | 8,334 | D | $7.15 | 383,327 | I | By Partnership(3) | ||
Common Stock | 05/20/2004 | S | 67 | D | $7.01 | 383,260 | I | By Partnership(3) | ||
Common Stock | 05/20/2004 | S | 12,001 | D | $7 | 371,259 | I | By Partnership(3) | ||
Common Stock | 05/19/2004 | S | 1,126 | D | $7.05 | 139,623 | I | By Partnership(4) | ||
Common Stock | 05/19/2004 | S | 2,252 | D | $7.03 | 137,371 | I | By Partnership(4) | ||
Common Stock | 05/19/2004 | S | 3,378 | D | $7.08 | 133,993 | I | By Partnership(4) | ||
Common Stock | 05/19/2004 | S | 1,689 | D | $7.1 | 132,304 | I | By Partnership(4) | ||
Common Stock | 05/19/2004 | S | 2,815 | D | $7.15 | 129,489 | I | By Partnership(4) | ||
Common Stock | 05/20/2004 | S | 23 | D | $7.01 | 129,466 | I | By Partnership(4) | ||
Common Stock | 05/20/2004 | S | 4,054 | D | $7 | 125,412 | I | By Partnership(4) | ||
Common Stock | 05/19/2004 | S | 540 | D | $7.05 | 67,080 | I | By Partnership(5) | ||
Common Stock | 05/19/2004 | S | 1,081 | D | $7.03 | 65,999 | I | By Partnership(5) | ||
Common Stock | 05/19/2004 | S | 1,621 | D | $7.08 | 64,378 | I | By Partnership(5) | ||
Common Stock | 05/19/2004 | S | 811 | D | $7.1 | 63,567 | I | By Partnership(5) | ||
Common Stock | 05/19/2004 | S | 1,351 | D | $7.15 | 62,216 | I | By Partnership(5) | ||
Common Stock | 05/20/2004 | S | 10 | D | $7.01 | 62,206 | I | By Partnership(5) | ||
Common Stock | 05/20/2004 | S | 1,945 | D | $7 | 60,261 | I | By Partnership(5) | ||
Common Stock | 11,880 | I | By Corporation(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | (7) | (7) | (7) | Common Stock | (7) | 48,000 | D(8) | ||||||||
Stock Option (right to buy) | (7) | (7) | (7) | Common Stock | (7) | 3,750 | I | By Partnership(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Shares are beneficially owned directly by ONSET Enterprise Associates II, L.P. OEA II Management, L.P. is the General Partner of ONSET Enterprise Associates II, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are General Partners of OEA II Management, L.P. and, as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of shares beneficially owned by ONSET Enterprise Associates II, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any. |
2. Shares are beneficially owned directly by ONSET Enterprise Associates III, L.P. OEA III Management, L.L.C, is the General Partner of ONSET Enterprise Associates III, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are Managing Directors of OEA III Management, L.L.C. and as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of shares beneficially owned by ONSET Enterprise Associates III, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any. |
3. Shares are beneficially owned directly by ONSET Standby Fund, L.P. ONSET Standby Management, L.L.C, is the General Partner of ONSET Standby Fund, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are Limited Partners of ONSET Standby Fund, L.P. and Managing Directors of ONSET Standby Management, L.L.C. and, as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of shares beneficially owned by ONSET Standby Fund, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any. |
4. Shares are beneficially owned directly by GS PEP I ONSET Standby Fund, L.P. ONSET Standby Management, L.L.C is the General Partner of GS PEP I ONSET Standby Fund, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are Managing Directors of ONSET Standby Management, L.L.C. and, as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of shares beneficially owned by GS PEP I ONSET Standby Fund, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any. |
5. Shares are beneficially owned directly by GS PEP I Offshore ONSET Standby Fund, L.P. ONSET Standby Management, L.L.C is the General Partner of GS PEP I Offshore ONSET Standby Fund, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are Managing Directors of ONSET Standby Management, L.L.C. and, as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of shares beneficially owned by GS PEP I Offshore ONSET Standby Fund, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any. |
6. Shares are beneficially owned directly by ONSET Venture Services Corporation. Terry L. Opdendyk and Robert F. Kuhling, Jr. are controlling shareholders of ONSET Venture Services Corporation and, as such, may be deemed to have an indirect pecuniary interest in a portion of shares beneficially owned by ONSET Venture Services Corporation. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any. |
7. Not applicable |
8. Options are beneficially owned by Terry L. Opdendyk |
9. Options are beneficially owned by ONSET Enterprise Associates II, L.P. OEA II Management, L.P. is the General Partner of ONSET Enterprise Associates II, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are General Partners of OEA II Management, L.P. and, as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of options beneficially owned by ONSET Enterprise Associates II, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these options, except to the extent of their direct pecuniary interest therein, if any. |
Remarks: |
This is Part I of the Form 4 filing. Please see Part II filed as of the same date for the signature of ONSET Venture Services Corporation, the 11th party to this group filing. Signatures of all Reporting persons: /s/ Robert F. Kuhling 5/21/2004 ONSET Enterprise Associates II 5/21/2004 By: OEA II Management, L.P., its General Partner By: /s/ Terry L. Opdendyk General Partner OEA II Management, L.P. 5/21/2004 By: /s/ Terry L. Opdendyk General Partner ONSET Enterprise Associates III, L.P. 5/21/2004 By: OEA III Management, L.L.C., its General Partner By: /s/ Terry L. Opdendyk Managing Director OEA III Management, L.L.C. 5/21/2004 By: /s/ Terry L. Opdendyk Managing Director ONSET Standby Fund, L.P. 5/21/2004 By: ONSET Standby Management, L.L.C, its General Partner By: /s/ Terry L. Opdendyk Managing Director GS PEP I ONSET Standby Fund, L.P. 5/21/2004 By: ONSET Standby Management, L.L.C, its General Partner By: /s/ Terry L. Opdendyk Managing Director GS PEP I Offshore ONSET Standby Fund, L.P. 5/21/2004 By: ONSET Standby Management, L.L.C., its General Partner By: /s/ Terry L. Opdendyk Managing Director ONSET Standby Management, L.L.C. 5/21/2004 By: /s/ Terry L. Opdendyk Managing Director |
/s/ Terry L Opdendyk | 05/21/2004 | |
** 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). | ||
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. |