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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* OPDENDYK TERRY L (Last) (First) (Middle) 2400 SAND HILL RD SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CALLIDUS SOFTWARE INC [ CALD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/26/2004
	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)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	05/26/2004		J(1)		600,000	D	(8)	1,080,076	I	By Partnership(2)
COMMON STOCK	05/26/2004		J(1)		60,360	A	(8)	60,360	D
COMMON STOCK	05/26/2004		J(1)		60,360	A	(8)	60,360	D
COMMON STOCK								558,647	I	By Partnership(3)
COMMON STOCK	05/26/2004		S		6,700	D	$7.12	317,660	I	By Partnership(4)
COMMON STOCK	05/26/2004		S		4,335	D	$7.08	313,325	I	By Partnership(4)
COMMON STOCK	05/26/2004		S		2,300	D	$7.12	107,011	I	By Partnership(5)
COMMON STOCK	05/26/2004		S		1,169	D	$7.08	105,842	I	By Partnership(5)
COMMON STOCK	05/26/2004		S		1,000	D	$7.12	52,228	I	By Partnership(6)
COMMON STOCK	05/26/2004		S		1,396	D	$7.08	50,832	I	By Partnership(6)
COMMON STOCK								11,880	I	BY CORPORATION(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(8)							(8)	(8)	COMMON STOCK	(8)		48,000	D(9)
Stock Option (right to buy)	(8)							(8)	(8)	COMMON STOCK	(8)		3,750	I	BY PARTNERSHIP(10)

1. Name and Address of Reporting Person* OPDENDYK TERRY L (Last) (First) (Middle) 2400 SAND HILL RD SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KUHLING ROBERT F JR (Last) (First) (Middle) 2400 SAND HILL ROAD SUITE 150 (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* ONSET ENTERPRISE ASSOCIATES II LP (Last) (First) (Middle) 2400 SAND HILL ROAD SUITE 150 (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* OEA II MANAGEMENT LP (Last) (First) (Middle) 2400 SAND HILL ROAD, SUITE 150 (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* ONSET ENTERPRISE ASSOCIATES III LP (Last) (First) (Middle) 2400 SAND HILL ROAD, SUITE 150 (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* OEA III MANAGEMENT LLC (Last) (First) (Middle) 2400 SAND HILL ROAD, SUITE 150 (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* ONSET STANDBY FUND LP (Last) (First) (Middle) 2400 SAND HILL ROAD, SUITE 150 (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* GS PEP I ONSET STANDY FUND LP (Last) (First) (Middle) 2400 SAND HILL ROAD, SUITE 150 (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* GS PEP I OFFSHORE ONSET STANDBY FUND LP (Last) (First) (Middle) 2400 SAND HILL ROAD, SUITE 150 (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* ONSET STANDY MANAGEMENT LLC (Last) (First) (Middle) 2400 SAND HILL ROAD, SUITE 150 (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. Represents pro rata in-kind distribution of shares by ONSET Enterprise Associates II, L.P., without consideration, to its Limited and General Partners in accordance with the terms of the ONSET Enterprise Associates II, L.P. Partnership Agreement. Includes 60,360 shares distributed to Mr. Opdendyk and 60,360 distributed to Mr. Kuhling.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. Not applicable

9. Options are beneficially owned by Terry L. Opdendyk

10. 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.

	/s/ Terry L. Opdendyk, Terry L. Opdendyk	05/27/2004
	OEA II Management, L.P., By: /s/ Terry L. Opdendyk, General Partner	05/27/2004
	ONSET Enterprise Associates III, L.P., By: OEA III Management, L.L.C., its General Partner, By: /s/ Terry L. Opdendyk, Managing Director	05/27/2004
	OEA III Management, L.L.C., By: /s/ Terry L. Opdendyk, Managing Director	05/27/2004
	ONSET Standby Fund, L.P., By: ONSET Standby Management, L.L.C, its General Partner, By: /s/ Terry L. Opdendyk, Managing Director	05/27/2004
	GS PEP I ONSET Standby Fund, L.P., By: ONSET Standby Management, L.L.C, its General Partner, By: /s/ Terry L. Opdendyk, Managing Director	05/27/2004
	GS PEP I Offshore ONSET Standby Fund, L.P., By: ONSET Standby Management, L.L.C., its General Partner, By: /s/ Terry L. Opdendyk, Managing Director	05/27/2004
	ONSET Standby Management, L.L.C., By: /s/ Terry L. Opdendyk, Managing Director	05/27/2004
	/s/ Robert F. Kuhling, Jr., Robert F. Kuhling, Jr.	05/27/2004
	ONSET Enterprise Associates II, L.P., By: OEA II Management, L.P., its General Partner, By: /s/ Terry L. Opdendyk, General Partner	05/27/2004
	** 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).
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