Sec Form 4 Filing - DUNLEVIE BRUCE @ SERVICESOURCE INTERNATIONAL, INC. - 2017-05-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DUNLEVIE BRUCE
2. Issuer Name and Ticker or Trading Symbol
SERVICESOURCE INTERNATIONAL, INC. [ SREV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS, 2965 WOODSIDE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2017
(Street)
WOODSIDE, CA94062
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/17/2017 A 35,251 ( 1 ) A $ 0 105,816 D
Common Stock 185,619 I See footnote ( 2 )
Common Stock 68,627 I See footnote ( 3 )
Common Stock 4,476,535 I See footnote ( 4 )
Common Stock 545,811 I See footnote ( 5 )
Common Stock 104,503 I See footnote ( 6 )
Common Stock 82,232 I See footnote ( 7 )
Common Stock 5,850,740 I See footnote ( 8 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DUNLEVIE BRUCE
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Signatures
/s/ Patricia A. Elias, by power of attorney 05/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares are represented by restricted stock units, or RSUs. All of the RSUs vest on May 15, 2018.
( 2 )Shares are owned directly by Bruce W. Dunlevie's family trust.
( 3 )Shares are owned directly by a limited liability company controlled by Bruce W. Dunlevie.
( 4 )Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V").
( 5 )Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V").
( 6 )Shares are owned directly by Benchmark Founders' Fund V-A L.P. ("BFF V-A").
( 7 )Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").
( 8 )Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over these shares. BCMC V and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and its managing members are the beneficial owner of these shares for purposes of Section 16 or any other purpose.

Remarks:
Bruce W. Dunlevie is a managing member of BCMC V. Mr. Dunlevie disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of his pecuniary interest therein.

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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