Sec Form 4 Filing - Smerklo Michael A @ SERVICESOURCE INTERNATIONAL, INC. - 2012-02-08

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 Smerklo Michael A 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 X __ Officer (give title below) _____ Other (specify below) CEO & Chairman of the Board (Last) (First) (Middle) C/O SERVICESOURCE INTERNATIONAL, INC., 634 SECOND STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2012 (Street) SAN FRANCISCO, CA94107 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 02/08/2012 A 500,000 ( 1 ) A $ 0 500,000 D Common Stock 02/09/2012 S( 2 ) 17,140 D $ 16.4772 ( 3 ) 1,117,334 I See footnote ( 4 ) Common Stock 02/09/2012 S 115,720 D $ 16.4571 ( 5 ) 1,001,614 I See footnote ( 4 ) Common Stock 02/09/2012 S( 2 ) 17,140 D $ 16.4775 ( 3 ) 381,440 I See footnote ( 6 )

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 Employee Stock Option (right to buy) $ 17.36 02/08/2012 A 750,000 ( 7 ) 02/08/2022 Common Stock 750,000 $ 0 750,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smerklo Michael A C/O SERVICESOURCE INTERNATIONAL, INC. 634 SECOND STREET SAN FRANCISCO, CA94107 X CEO & Chairman of the Board Signatures /s/ Paul D. Warenski, by power of attorney 02/09/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported award represents shares of restricted stock pursuant to which 300,000 shares vest in four equal annual installments beginning on February 7, 2013. The remaining 200,000 shares of restricted stock vest on the date the Issuer files its Form 10-K for 2015 if the Issuer has achieved certain revenue and annual contract value goals. The goals will be met if the Issuer has achieved a percentage increase, compounded annually, over the Issuer's annual revenue and annual contract value for 2011 of at least 25%; for any increase between 20% and 25%, between 100,000 and 200,000 shares will vest based on a straight line interpolation; for any increase of 20%, 100,000 shares will vest; and for below 20%, no shares will vest. ( 2 )The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person on August 28, 2011. ( 3 )The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $ 16.23 to $ 16.76 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (5) to this Form 4. ( 4 )Shares held directly by The True North Trust dated July 25, 2008 for which the Reporting Person serves as trustee. ( 5 )The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $16.21 to $16.80 per share. ( 6 )Shares held directly by the 2010 Michael Smerklo Grantor Retained Annuity Trust dated November 23, 2010 for which the ReportingPerson as trustee ( 7 )One-fourth of the shares subject to the option vest on February 8, 2013 and one forty-eighth of the shares vest monthly thereafter.

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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