0001596770-15-000028.txt : 20150218 0001596770-15-000028.hdr.sgml : 20150216 20150217160739 ACCESSION NUMBER: 0001596770-15-000028 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rally Software Development Corp CENTRAL INDEX KEY: 0001313911 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841597294 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87804 FILM NUMBER: 15622305 BUSINESS ADDRESS: STREET 1: 3333 WALNUT STREET CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-565-2800 MAIL ADDRESS: STREET 1: 3333 WALNUT STREET CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOULDER VENTURES IV ANNEX LP CENTRAL INDEX KEY: 0001165197 IRS NUMBER: 522289816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1900 NINTH STREET, SUITE 200 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 3034446950 MAIL ADDRESS: STREET 1: 1900 NINTH STREET, SUITE 200 CITY: BOULDER STATE: CO ZIP: 80302 SC 13G/A 1 schedule13ga.htm RALLY SCHEDULE 13G/A 2-15 schedule13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


SCHEDULE 13G/A

Amendment No. 1


Under the Securities Exchange Act of 1934


Rally Software Development Corp.
(Name of Issuer)


Common Stock, par value $0.0001 per share
(Title of Class of Securities)


751198 10 2
(CUSIP Number)


December 31, 2014
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o           Rule 13d-1(b)

o          Rule 13d-1(c)

x          Rule 13d-1(d)


The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act.

 
 
 
CUSIP No. 751198 10 2
13G
Page 2 of 12 Pages



1.
Name of Reporting Person.
 
Boulder Ventures IV (Annex), L.P.
 
 
 
2.
Check the Appropriate Box if a Member of a Group
 
 
(a) o
(b) x (1)
 
3.
SEC Use Only
 
 
 
4.
Citizenship or Place of Organization
 
Delaware
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person
 
With:
 
 
5.
Sole Voting Power
 
0 shares
 
6.
Shared Voting Power
 
0 shares
 
7.
Sole Dispositive Power
 
0 shares
 
8.
Shared Dispositive Power
 
0 shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
o Not Applicable
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
 
 
12.
Type of Reporting Person
 
PN
 
 
(1) This Schedule 13G is filed by Boulder Ventures IV (Annex), L.P., Boulder Ventures IV, L.P., BV Partners IV, LLC, Boulder Ventures V, L.P., BV Partners V, LLC, Kyle Lefkoff, Jonathan L. Perl and Peter A. Roshko (collectively the "Reporting Persons").  The Reporting Persons expressly disclaim status as a "group" of this Schedule 13G.
 
 
 
 
 
CUSIP No. 751198 10 2
13G
Page 3 of 12 Pages

 
1.
Name of Reporting Person.
 
Boulder Ventures IV, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) x (1)
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
Delaware
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person
 
With:
 
 
5.
Sole Voting Power
 
0 shares
 
6.
Shared Voting Power
 
0 shares
 
7.
Sole Dispositive Power
 
0 shares
 
8.
Shared Dispositive Power
 
0 shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
 
 
11.
Percent of Class Represented by Amount in Row (9)
0.0%
 
 
12.
Type of Reporting Person
 
PN
 

(1) The Reporting Person expressly disclaim status as a "group" for purposes of this Schedule 13G.

 
 
 

CUSIP No. 751198 10 2
13G
Page 4 of 12 Pages


 
1.
Name of Reporting Person.
 
BV Partners IV, LLC
 
 
2.
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) x (1)
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
Delaware
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person
 
With:
 
 
5.
Sole Voting Power
 
0 shares
 
6.
Shared Voting Power
 
0 shares
 
7.
Sole Dispositive Power
 
0 shares
 
8.
Shared Dispositive Power
 
0 shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
 
12.
Type of Reporting Person
 
PN
 

(1) The Reporting Person expressly disclaim status as a "group" for purposes of this Schedule 13G.


 
 
 


CUSIP No. 751198 10 2
13G
Page 5 of 12 Pages

 
1.
Name of Reporting Person.
 
Boulder Ventures V, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) x (1)
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
Delaware
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person
 
With:
 
 
5.
Sole Voting Power
 
0 shares
 
6.
Shared Voting Power
 
0 shares
 
7.
Sole Dispositive Power
 
0 shares
 
8.
Shared Dispositive Power
 
0 shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0 shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
 
12.
Type of Reporting Person
 
PN
 

(1) The Reporting Person expressly disclaim status as a "group" for purposes of this Schedule 13G.


 
 
 
 
 
CUSIP No. 751198 10 2
13G
Page 6 of 12 Pages


 
1.
Name of Reporting Person.
 
BV Partners V, LLC
 
 
2.
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) x (1)
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
Delaware
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person
 
With:
 
 
5.
Sole Voting Power
 
0 shares
 
6.
Shared Voting Power
 
0 shares
 
7.
Sole Dispositive Power
 
0 shares
 
8.
Shared Dispositive Power
 
0 shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0 shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
 
12.
Type of Reporting Person
 
PN
 

(1) The Reporting Person expressly disclaim status as a "group" for purposes of this Schedule 13G.


 
 
 

CUSIP No. 751198 10 2
13G
Page 7 of 12 Pages



 
1.
 
Name of Reporting Person.
Kyle Lefkoff
 
 
2.
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) x (1)
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
United States of America
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person
 
With:
 
 
5.
Sole Voting Power
 
20,500 shares
 
6.
Shared Voting Power
 
0 shares
 
7.
Sole Dispositive Power
 
20,500 shares
 
8.
Shared Dispositive Power
 
0 shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
20,500 shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
0.1% (2)
 
12.
Type of Reporting Person
 
IN
 

(1) The Reporting Person expressly disclaim status as a "group" for purposes of this Schedule 13G.
 
(2) This percentage is calculated based upon 25,218,789 shares of the Issuer's common stock outstanding as of December 1, 2014 as reported on the facing page of the Issuer's Form 10-Q for the period ended October 31, 2014.


 
 
 


CUSIP No. 751198 10 2
13G
Page 8 of 12 Pages

 
1.
 
Name of Reporting Person.
Jonathan L. Perl
 
 
2.
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) x (1)
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
United States of America
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person
 
With:
 
 
5.
Sole Voting Power
 
19,937 shares
 
6.
Shared Voting Power
 
0 shares
 
7.
Sole Dispositive Power
 
19,937 shares
 
8.
Shared Dispositive Power
 
0 shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
19,937 shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
0.1% (2)
 
12.
Type of Reporting Person
 
IN
 

(1) The Reporting Person expressly disclaim status as a "group" for purposes of this Schedule 13G.
 
(2) This percentage is calculated based upon 25,218,789 shares of the Issuer's common stock outstanding as of December 1, 2014 as reported on the facing page of the Issuer's Form 10-Q for the period ended October 31, 2014.

 
 
 
 

CUSIP No. 751198 10 2
13G
Page 9 of 12 Pages

 
1.
 
Name of Reporting Person.
Peter A. Roshko
 
 
2.
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) x (1)
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
United States of America
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person
 
With:
 
 
5.
Sole Voting Power
 
30,060 shares
 
6.
Shared Voting Power
 
0 shares
 
7.
Sole Dispositive Power
 
30,060 shares
 
8.
Shared Dispositive Power
 
0 shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 30,060 shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
0.1% (2)
 
12.
Type of Reporting Person
 
IN
 
 
(1) The Reporting Person expressly disclaim status as a "group" for purposes of this Schedule 13G.
 
(2) This percentage is calculated based upon 25,218,789 shares of the Issuer's common stock outstanding as of December 1, 2014 as reported on the facing page of the Issuer's Form 10-Q for the period ended October 31, 2014.
 
 
 
 
 
CUSIP No. 751198 10 2
13G
Page 10 of 12 Pages
 
Item 1(a).
Name of Issuer:
 
Rally Software Development Corp.
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
3333 Walnut Street
Boulder, CO 80301
 
Item 2(a).
Name of Persons Filing:
 
Boulder Ventures IV (Annex), L.P.  (“BV IV Annex LP”)
Boulder Ventures IV, L.P. (“BV IV LP”)
BV Partners IV, L.L.C. (“BV IV LLC”)
Boulder Ventures V, L.P. (“BV V LP”)
BV Partners V, L.L.C. (“BV V LLC”)
Kyle Lefkoff (“Lefkoff”)
Jonathan L. Perl (“Perl”)
Peter A. Roshko (“Roshko”)
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
1941 Pearl Street, Suite 300
Boulder, CO 80302
 
Item 2(c).
Citizenship:
 
Entitities:
 
 
 
 
 
Individuals:
 
BV IV Annex LP - Delaware
BV IV LP - Delaware
BV IV LLC - Delaware
BV V LP - Delaware
BV V LLC - Delaware
 
Lefkoff - United States of America
Perl - United States of America
Roshko - United States of America
 
Item 2(d).
Title of Class of Securities:
 
Common Stock
Item 2(e).
CUSIP Number:
 
751198 10 2
Item 3.
Not applicable.
   
 
 
 
 
 
 
CUSIP No. 751198 10 2
13G
Page 11 of 12 Pages
 
 
Item 4.                                Ownership.
 
 
The following information with respect to the ownership of the common stock of the Issuer by the persons filing this statement on Schedule 13G/A is provided as of December 31, 2014:
 

 
 
Fund Entities
 
Shares Held Directly
Sole
Voting
Power
Shared
Voting
Power
 
Sole Dispositive Power
 
Shared Dispositive Power
 
Beneficial Ownership
 
Percentage of Class
BV IV Annex LP
0
0
0
0
0
0
0.0%
 
BV IV LP
0
0
0
0
0
0
0.0%
 
BV IV LLC
0
0
0
0
0
0
0.0%
 
BV V LP
0
0
0
0
0
0
0.0%
 
BV V LLC
0
0
0
0
0
0
0.0%
 
Lefkoff
20,500
20,500
0
20,500
0
20,500
0.1% (1)
 
Perl
19,937
19,937
0
19,937
0
19,937
0.1% (1)
 
Roshko
30,060
30,060
0
30,060
0
30,060
0.1% (1)
 
_______________________
 
(1) Percentages are calculated based upon 25,218,789 shares of the Issuer's common stock outstanding as of December 1, 2014 as reported on the facing page of the Issuer's Form 10-Q for the period ended October 31, 2014.
 
 
Item 5.
Ownership of Five Percent or Less of a Class.  
 
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class, check the following.   x
 
 
       
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution Group.
 
Not applicable.
 
Item. 10.
Certification.
 
Not applicable.
            
 
 
 
 
CUSIP No. 751198 10 2
13G
Page 12 of 12 Pages

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:           February 17, 2015
 
BOULDER VENTURES IV (ANNEX), L.P.
 
By:           BV Partners IV, L.L.C.
Its:           General Partner
 
By: /s/ Kyle Lefkoff
Kyle Lefkoff, Managing Member
 
 

BOULDER VENTURES IV, L.P.

By:           BV Partners IV, LLC
Its:           General Partner

By: /s/ Kyle Lefkoff
Kyle Lefkoff, Managing Member
 
 
BOULDER VENTURES V, L.P.

By:           BV Partners V, LLC
Its:           General Partner

By: /s/ Kyle Lefkoff
Kyle Lefkoff, Managing Member
 


 
 

 
By: /s/ Kyle Lefkoff
Kyle Lefkoff
 
 
By: /s/ Jonathan L. Perl
Jonathan L. Perl
 
By: /s/ Peter A. Roshko
Peter A. Roshko


Exhibit:

A—Joint Filing Agreement (incorporated by reference from Exhibit A to Schedule 13G filed on January 16, 2014)