X0201 3 2004-03-17 0 0001094007 RAINMAKER SYSTEMS INC RMKR 0001044321 MARXE AUSTIN W & GREENHOUSE DAVID M 153 E 53RD ST 55TH FL NEW YORK NY 10022 0 0 1 0 Common Stock 3858400 I By Limited Partnerships Warrants 1.875 2004-02-20 2009-02-20 Common Stock 666680 I By Limited Partnerships This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Cayman Fund, L.P. (CAY), Special Situations Private Equity Fund, L.P. (PE), Special Situations Technology Fund, L.P. (Tech) and Special Situations Technology II, L.P. (Tech II), respectively. 525,000 shares of Common Stock are held by Cay, 1,666,700 shares of Common Stock and 333,340 Wts are held by PE, 283,300 shares of Common Stock and 56,660 Wts are held by Tech and 1,383,400 shares of Common Stock and 276,680 Wts are held by Tech II. The interest of Marxe and Greenhouse in the shares of Common Stock owned by CAY, PE, Tech, and Tech II is limited to the extent of his pecuniary interest. Austin W. Marxe 2004-04-07 David M. Greenhouse 2004-04-07