X0202 3 2004-09-13 0 0001289001 PeopleSupport, Inc. NONE 0001167040 BENCHMARK CAPITAL MANAGEMENT CO IV LLC 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001105215 BENCHMARK FOUNDERS FUND IV LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001105486 BENCHMARK FOUNDERS FUND IV A LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001274290 BENCHMARK FOUNDERS FUND IV-B LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001274284 BENCHMARK FOUNDERS FUND IV-X LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190190 RACHLEFF ANDREW S 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190213 HARVEY KEVIN 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 Common Stock 0 D Series C Preferred Stock Common Stock 650705 D Series C Preferred Stock Common Stock 186592 D Series C Preferred Stock Common Stock 24337 D Series C Preferred Stock Common Stock 7245 D Series C Preferred Stock Common Stock 60265 D Series C Preferred Stock Common Stock 961745 I See Note Series C Preferred Stock Common Stock 961745 I See Note Series C Preferred Stock Common Stock 961745 I See Note Series C Preferred Stock Common Stock 942184 I See Note Series C Preferred Stock Common Stock 942184 I See Note Series C Preferred Stock Common Stock 935664 I See Note Series C Preferred Stock Common Stock 935664 I See Note Series C Preferred Stock Common Stock 930448 I See Note Series C Preferred Stock Common Stock 929144 I See Note Series D Preferred Stock Common Stock 154587 D Series D Preferred Stock Common Stock 44329 D Series D Preferred Stock Common Stock 5782 D Series D Preferred Stock Common Stock 1721 D Series D Preferred Stock Common Stock 14317 D Series D Preferred Stock Common Stock 228481 I See Note Series D Preferred Stock Common Stock 228481 I See Note Series D Preferred Stock Common Stock 228481 I See Note Series D Preferred Stock Common Stock 223834 I See Note Series D Preferred Stock Common Stock 223834 I See Note Series D Preferred Stock Common Stock 222285 I See Note Series D Preferred Stock Common Stock 222285 I See Note Series D Preferred Stock Common Stock 221047 I See Note Series D Preferred Stock Common Stock 220736 I See Note Each share of Series C Preferred Stock and Series D Preferred Stock shall be automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering to occur at a later date and has no expiration date. Not applicable. 1-to-1 Shares are owned directly by Benchmark Capital Partners IV, L.P. ("BCP IV"). Shares are owned directly by Benchmark Founders Fund IV, L.P. ("BFF IV"). Shares are owned directly by Benchmark Founders Fund IV-A, L.P. ("BFF IV-A"). Shares are owned directly by Benchmark Founders Fund IV-B, L.P. ("BFF IV-B"). Shares are owned directly by Benchmark Founders Fund IV-X, L.P. ("BFF IV-X"). Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 32,601 shares of Series C Preferred Stock and 7,745 shares of Series D Preferred Stock held by his family trust. Kevin R. Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 32,601 shares of Series C Preferred Stock and 7,745 shares of Series D Preferred Stock held by his family trust. Bruce Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 32,601 shares of Series C Preferred Stock and 7,745 shares of Series D Preferred Stock held by his family trust. Robert Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 13,040 shares of Series C Preferred Stock and 3,098 shares of Series D Preferred Stock held by his family trust. Alexandre Balkanski, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Balkanski may be deemed to share voting and dispositive power over 13,040 shares of Series C Preferred Stock and 3,098 shares of Series D Preferred Stock held by his family trust. David M. Beirne, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Beirne may be deemed to share voting and dispositive power over 6,520 shares of Series C Preferred Stock and 1,549 shares of Series D Preferred Stock held by his family trust. J. William Gurley, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Gurley directly holds 6,520 shares of Series C Preferred Stock and 1,549 shares of Series D Preferred Stock. Steven M. Spurlock, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Spurlock may be deemed to share voting and dispositive power over 1,305 shares of Series C Preferred Stock and 310 shares of Series D Preferred Stock held by his family trust. Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV"), the Designated Filer, is the general partner of each of BCP IV, BFF-IV, BFF IV-A, BFF IV-B and BFF IV-X, and may be deemed to have the sole voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock directly held by such entities. BCMC IV and each of its managing members disclaim beneficial ownership of the shares held by such entities except to the extent of any pecuniary interest therein. (a) Such reporting person is a member of a group with the other joint filers for purposes of Section 13(d) of the Exchange Act. Alexandre Balkanski, David Beirne, Bruce Dunlevie, J. William Gurley, Kevin R. Harvey, Robert Kagle, Andrew S. Rachleff and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. IV, L.L.C. [GP], which serves as the general partner to Benchmark Capital Partners IV, L.P., Benchmark Founders' Fund IV, L.P., Benchmark Founders' Fund IV-A, L.P., Benchmark Founders' Fund IV-B, L.P. and Benchmark Founders' Fund IV-X, L.P. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person. * This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by the Reporting Persons listed on Exhibit 99.1. Steven M. Spurlock, Managing Member, individually, and pursuant to a power of attorney already on file with the appropriate agencies. 2004-09-13